UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K10-K/A
(Amendment No. 1)
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| ☒ | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended October 2, 2021September 30, 2023
or
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| ☐ | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________.
Commission File Number 001-38842
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| Delaware | | 83-0940635 |
| State or Other Jurisdiction of Incorporation or Organization | | I.R.S. Employer Identification |
Incorporation or Organization | | |
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500 South Buena Vista Street
Burbank, California 91521
Address of Principal Executive Offices and Zip Code
(818) 560-1000
Registrant’s Telephone Number, Including Area Code
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.01 par value | | DIS | | New York Stock Exchange |
Securities Registered Pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. | | | | | | | | | | | | | | | | | | | | |
| Large accelerated filer | | x | | Accelerated filer | | ☐ |
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| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |
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| | | | Emerging growth company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x
The aggregate market value of common stock held by non-affiliates (based on the closing price on the last business day of the registrant’s most recently completed second fiscal quarter as reported on the New York Stock Exchange-Composite Transactions) was $343.0$182.9 billion. All executive officers and directors of the registrant and all persons filing a Schedule 13D with the Securities and Exchange Commission in respect to registrant’s common stock have been deemed, solely for the purpose of the foregoing calculation, to be “affiliates” of the registrant.
There were 1,817,655,9481,834,285,760 shares of common stock outstanding as of January 17, 2024.
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Auditor Name: PricewaterhouseCoopers LLP | Auditor Location: Los Angeles, California | Auditor Firm ID: 238 |
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding mandates, expectations, beliefs, business plans and other statements that are not historical in nature. These statements are made on the basis of the Company’s views and assumptions regarding future events and business performance and plans as of the time the statements are made. The Company does not undertake any obligation to update these statements unless required by applicable laws or regulations and you should not place undue reliance on forward-looking statements. These statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from expectations or results projected or implied by forward-looking statements.
Such differences may result from actions taken by the Company, including restructuring or strategic initiatives (including capital investments, asset acquisitions or dispositions, new or expanded business lines or cessation of certain operations), our execution of our business plans (including the content we create and IP we invest in, our pricing decisions, our cost structure and our management and other personnel decisions), our ability to quickly execute on cost rationalization while preserving revenue, the discovery of additional information or other business decisions, as well as from developments beyond the Company’s control, including: the occurrence of subsequent events; deterioration in domestic and global economic conditions or failure of conditions to improve as anticipated; deterioration in or pressures from competitive conditions, including competition to create or acquire content, competition for talent and competition for advertising revenue; consumer preferences and acceptance of our content, offerings, pricing model and price increases, and corresponding subscriber additions and churn, and the market for advertising sales on our direct-to-consumer services and linear networks; health concerns and their impact on our businesses and productions; international, political or military developments; regulatory and legal developments; technological developments; labor markets and activities, including work stoppages; adverse weather conditions or natural disasters; and availability of content. Such developments may further affect entertainment, travel and leisure businesses generally and may, among other things, affect (or further affect, as applicable): our operations, business plans or profitability, including direct-to-consumer profitability; demand for our products and services; the performance of the Company’s content; our ability to create or obtain desirable content at or under the value we assign the content; the advertising market for programming; income tax expense; and performance of some or all Company businesses either directly or through their impact on those who distribute our products.
Additional factors include those described in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023, including under the captions “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business,” in our subsequent quarterly reports on Form 10-Q, including under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in our subsequent filings with the Securities and Exchange Commission (“SEC”).
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends The Walt Disney Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023, originally filed with the SEC on November 17, 2021.21, 2023 (the “Original Form 10-K”).
Documents Incorporated by Reference
Certain information required for Part IIIWe are filing this Amendment pursuant to General Instruction G(3) of this report is incorporated herein by reference to theForm 10-K, as we currently expect that our definitive proxy statement for the 20222024 annual meeting of stockholders (“Annual Meeting”) will be filed later than the Company’s shareholders.120th day after the end of the last fiscal year. Accordingly, this Amendment is being filed solely to:
•amend Part III, Items 10, 11, 12, 13 and 14 of the Original Form 10-K to include the information required by and not included in such Items;
•delete the reference on the cover of the Original Form 10-K to the incorporation by reference of certain information from our proxy statement into Part III of the Original Form 10-K; and
•file new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 15 of Part IV hereof pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, and to Section 302 of the Sarbanes-Oxley Act of 2002.
This Amendment does not otherwise change or update any of the disclosures set forth in the Original Form 10-K.
References to the “Company,” “Disney,” “we” or “our” in this Amendment refer to The Walt Disney Company and, as applicable, its consolidated subsidiaries.
THE WALT DISNEY COMPANY AND SUBSIDIARIES
TABLE OF CONTENTS
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PART I |
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PART II |
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| PART III |
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| PART IV |
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PART IIII
ITEM 1. Business10. Directors, Executive Officers and Corporate Governance
Executive Officers
Information regarding executive officers of the Company is set forth under “Information About Our Executive Officers” at the end of Part I of the Original Form 10-K.
Directors
The Walt Disney Company, together with its subsidiaries, is a diversified worldwide entertainment company with operations in two segments: Disney Media and Entertainment Distribution (DMED) and Disney Parks, Experiences and Products (DPEP).
The terms “Company”, “we”, “our” and “us” are used in this report to refer collectively to the parent company and the subsidiaries through which businesses are conducted.
COVID-19 Pandemic
Since early 2020, the world has been, and continues to be, impacted by the novel coronavirus (COVID-19) and its variants. COVID-19 and measures to prevent its spread has impacted our segments in a number of ways, most significantly at the DPEP segment where our theme parks and resorts were closed and cruise ship sailings and guided tours were suspended. These operations resumed, generally at reduced capacity, at various points since May 2020. We have delayed, or in some cases, shortened or cancelled theatrical releases, and stage play performances were suspended as of March 2020. Stage play operations resumed, generally at reduced capacity, in the first quarter of fiscal 2021. Theaters have been subject to capacity limitations and shifting government mandates or guidance regarding COVID-19 restrictions. We experienced significant disruptions in the production and availability of content, including the delay of key live sports programming during fiscal 2020 and fiscal 2021, as well as the suspension of most film and television production in March 2020. Although film and television production generally resumed beginning in the fourth quarter of fiscal 2020, we continue to see disruption of production activities depending on local circumstances. Fewer theatrical releases and production delays have limited the availability of film content to be sold in distribution windows subsequent to the theatrical release.
The impact of these disruptions and the extent of their adverse impact on our financial and operating results will be dictated by the length of time that such disruptions continue, which will, in turn, depend on the currently unknowable duration and severitynames of the impacts of COVID-19 and its variants, and among other things, the impact of governmental actions imposed in response to COVID-19 and individuals’ and companies’ risk tolerance regarding health matters going forward. We have incurred and will continue to incur additional costs to address government regulations and the safety of our employees, guests and talent.
Human Capital
The Company’s key human capital management objectives are to attract, retain and develop the highest quality talent. To support these objectives, the Company’s human resources programs are designed to develop talent to prepare them for critical roles and leadership positions for the future; reward and support employees through competitive pay, benefit, and perquisite programs; enhance the Company’s culture through efforts aimed at making the workplace more engaging and inclusive; acquire talent and facilitate internal talent mobility to create a high-performing, diverse workforce; engage employees as brand ambassadorsmembers of the Company’s content, productsBoard of Directors (the “Board”), their respective ages, their positions with the Company and experiences; and evolve and invest in technology, tools, and resources to enable employees at work.
The Company employed approximately 190,000 peopleother biographical information as of October 2, 2021. Our global workforceJanuary 16, 2024 are set forth below. Mr. Gorman is comprised of approximately 80% full timenot a current Director but will join the Board on February 5, 2024 and 15% part time employees, with another 5% being seasonal employees.
Some examples of key programsis included below as a nominee to the Board at the Annual Meeting. All Directors serve for a term ending at the next annual meeting following the annual meeting at which the Director was elected or following their appointment, as applicable, and initiatives thatuntil their successors are focused to attract, developelected and retain our diverse workforce include:
•Diversity, Equity, and Inclusion (DE&I): Our DE&I objectives are to build teams that reflect the life experiences of our audiences, while employing and supporting a diverse array of voices in our creative and production teams.
◦Announced the Company’s Reimagine Tomorrow endeavor, which builds on Disney’s longstanding commitment to diversity, equity and inclusion. Launched the Reimagine Tomorrow digital destination, Disney’s first large-scale platform for amplifying underrepresented voices
◦Created a pipeline of next-generation creative executives from underrepresented backgrounds through programs such as the Executive Incubator, Creative Talent Development and Inclusion, and the Disney Launchpad: Shorts Incubator
◦Championed targeted development programs for underrepresented talent
◦Hosted a series of innovative learning opportunities to spark dialogue among employees, leaders, Disney talent and external experts
◦Sponsored over 75 employee-led Business Employee Resource Groups (BERGs) that represent and support the diverse communities that make up our workforce. The BERGs facilitate networking and connections with peers, outreach and mentoring, leadership and skill development and cross-cultural business innovationqualified, or until their earlier death, resignation, disqualification or removal.
◦Added an Inclusion Key to the core set of values to serve as a catalyst for culture change and strengthen DPEP’s traditional Four Keys, Safety, Courtesy, Show and Efficiency
◦Reimagined The Disney Look appearance guidelines to cultivate a more inclusive environment that encourages and celebrates authentic expressions of belonging among employees
•Health, wellness, family resources, and other benefits: Disney’s benefit offerings are designed to meet the varied and evolving needs of a diverse workforce across businesses and geographies while helping our employees care for themselves and their families. We provide:
◦Healthcare options aimed at improving quality of care while reducing out-of-pocket costs
◦Child care programs for employees, including access to onsite/community centers, enhanced back-up care choices to include personal caregivers, child care referral assistance and center discounts, homework help and a variety of parenting educational resources
◦Free mental and behavioral health resources, including on-demand access to the Employee Assistance Program (EAP) for employees and their dependents
◦Two Centers for Living Well that offer convenient, on-demand access to board-certified physicians and counselors
•Continued response to COVID-19: Our deliberate, phased, and multi-layered approach to respond to COVID-19 continued, and Disney was one of the first companies outside of the healthcare industry to institute a vaccination mandate for its employees, announced in July 2021. We:
◦Provided the ability for our employees to get vaccinated by offering on-site distribution in California, Florida, and Connecticut. Our Florida distribution center distributed approximately 1,000 doses weekly
◦Covered all COVID-19 testing and treatment under all Company medical plans at no cost to the employees and dependents
◦Introduced a process for those with medical or religious accommodation needs
◦Partnered with TrustAssureTM to help verify employee vaccination status
◦Provided employees with 24/7 access to a variety of educational resources about the pandemic, including ways to help stop the spread of the virus and to learn more about vaccination options. Due to increasing demand, a number of these resources were available to the public through a partnership with the Health Alliance, so employees could share them with friends and family
•Disney Aspire: We support the long-term career aspirations of our hourly employees and further our commitment to strengthening the communities in which we work through our education investment program, Disney Aspire. The program helps our employees achieve their goals professionally - whether at Disney or beyond - by equipping them with the skills they need to succeed in the rapidly changing 21st century career landscape. More than 12,000 employees are currently enrolled in Disney Aspire, and more than half of our program graduates have earned an Associate, Bachelor or Master’s degree. Through Disney Aspire, we:
◦Pay 100% of tuition costs upfront at a variety of in-network learning providers and universities and reimburse employees for applicable books and fees
◦Provide access to a wide variety of degree, certificate, high school completion, college start, language learning and skilled trades programs
◦Offer employees flexibility to explore growth opportunities both internally and externally
◦Enable employees to choose the field they’re most passionate about - fields of study do not have to be related to an employee’s current position, nor do they have to stay at the Company upon completion of their studies
◦Offer exclusive access to the Disney Aspire Alumni Association, a support and networking group that connects graduates with leaders in their field of interest
•Talent Development: We prioritize and invest in creating opportunities to help employees grow and build their careers through a multitude of training and development programs. These include online, instructor-led and on-the-job learning formats as well as executive talent and succession planning paired with an individualized development approach
•Social Responsibility and Community: The Walt Disney Company’s longstanding commitment to Corporate Social Responsibility (CSR) helps differentiate the Company as an employer that supports talent acquisition and retention. This year, we refreshed our CSR strategy to connect it more closely with the Company’s mission and environmental and social issues relevant to our business and employees. Our CSR priorities include diversity, equity, and inclusion; environmental stewardship and conservation; human capital management; operating responsibly; and giving back to our communities with a special focus on supporting children and families. The refreshed strategy provides employees
with a path to embedding these CSR priorities into our offerings and operations in addition to our philanthropy. For example, employees on our creative teams are embracing inclusive storytelling while employees in our operational areas are embracing sustainable design. The Company also supports employees who give back to our communities with a generous matching gifts program and a unique employee volunteering program, Disney VoluntEARS, which rewards volunteer hours with the opportunity to direct not-for-profit donations by the Company.
Environmental and Sustainability
The Company has developed measurable environmental and sustainability goals for 2030, grounded in science and an assessment of where the Company’s operations have the most significant impact on the environment, as well as the areas where it can most effectively mitigate that impact. These include goals to reach net zero Scope 1 and 2 greenhouse gas emissions for our direct operations and zero waste to landfill at our wholly owned and operated parks and resorts by 2030.
DISNEY MEDIA AND ENTERTAINMENT DISTRIBUTION
The DMED segment encompasses the Company’s global film and episodic television content production and distribution activities. Content is distributed by a single organization across three significant lines of business: Linear Networks, Direct-to-Consumer and Content Sales/Licensing and content is generally created by three production/content licensing groups: Studios, General Entertainment and Sports. The distribution organization has full accountability for the financial results of the entire media and entertainment business.
The operations of DMED’s significant lines of business are as follows:
•Linear Networks
◦Domestic Channels: ABC Television Network (ABC) and eight owned ABC television stations (Broadcasting), and Disney, ESPN, Freeform, FX and National Geographic branded domestic television networks (Cable)
◦International Channels: Disney, ESPN, Fox, National Geographic and Star branded television networks outside of the U.S.
◦A 50% equity investment in A+E Television Networks (A+E), which operates a variety of cable channels including A&E, HISTORY and Lifetime
•Direct-to-Consumer
◦Disney+, Disney+ Hotstar, ESPN+, Hulu and Star+ direct-to-consumer (DTC) streaming services
•Content Sales/Licensing
◦Sale/licensing of film and television content to third-party television and subscription video-on-demand (TV/SVOD) services
◦Theatrical distribution
◦Home entertainment distribution (DVD, Blu-ray discs and electronic home video licenses)
◦Music distribution
◦Staging and licensing of live entertainment events on Broadway and around the world (Stage Plays)
DMED also includes the following activities that are reported with Content Sales/Licensing:
•Post-production services by Industrial Light & Magic and Skywalker Sound
•A 30% ownership interest in Tata Sky Limited, which operates a direct-to-home satellite distribution platform in India
The significant revenues of DMED are as follows:
•Affiliate fees - Fees charged by our Linear Networks to multi-channel video programming distributors (i.e. cable, satellite, telecommunications and digital over-the-top (e.g. YouTube TV) service providers) (MVPDs) and television stations affiliated with ABC for the right to deliver our programming to their customers
•Advertising - Sales of advertising time/space at Linear Networks and Direct-to-Consumer
•Subscription fees - Fees charged to customers/subscribers for our DTC streaming services
•TV/SVOD distribution - Licensing fees and other revenue for the right to use our film and television productions and revenue from fees charged to customers to view our sports programming (“pay-per-view”) and streaming access to films that are also playing in theaters (“Premier Access”). TV/SVOD distribution revenue is primarily reported in Content Sales/Licensing, except for pay-per-view and Premier Access revenue, which is reported in Direct-to-Consumer
•Theatrical distribution - Rentals from licensing our film productions to theaters
•Home entertainment - Sale of our film and television content to retailers and distributors in home video formats
•Other content sales/licensing revenue - Revenues from licensing our music, ticket sales from stage play performances and fees from licensing our intellectual properties (“IP”) for use in stage plays
•Other revenue - Fees from sub-licensing of sports programming rights (reported in Linear Networks) and sales of post-production services (reported with Content Sales/Licensing)
The significant expenses of DMED are as follows:
•Operating expenses consist primarily of programming and production costs, technical support costs, operating labor, distribution costs and costs of sales. Operating expenses also includes fees paid to Linear Networks from other DMED businesses for the right to air our linear networks and related services. Programming and production costs include amortization of acquired licensed programming rights (including sports rights), amortization of capitalized production costs (including participations and residuals) and production costs related to live programming such as news and sports. Programming and production costs are generally allocated across the DMED businesses based on the estimated relative value of the distribution windows. These costs are largely incurred across three content creation groups, as follows:
◦Studios - Primarily capitalized production costs related to films produced under the Walt Disney Pictures, Twentieth Century Studios, Marvel, Lucasfilm, Pixar and Searchlight Pictures banners
◦General Entertainment - Primarily acquisition of rights to and internal production of episodic television programs and news content. Internal content is generally produced by the following television studios: ABC Signature; 20th Television; Disney Television Animation; FX Productions; and various studios for which we commission productions for our branded channels and DTC streaming services
◦Sports - Primarily acquisition of professional and college sports programming rights and related production costs
•Selling, general and administrative costs
•Depreciation and amortization
Media and Entertainment Distribution Strategy
Shifting consumer preferences for consumption of video content, and in particular the increasingly widespread adoption of video streaming technology, has significantly disrupted the traditional means and patterns of distribution for film and television content. In general, film content was traditionally distributed first in the theatrical market, followed by the home entertainment market and then in the TV/SVOD market. Episodic television content was traditionally distributed at linear networks and then in the TV/SVOD market.
In response to these changes, the Company has significantly increased its focus on distribution of content via our own DTC streaming services relative to distribution along traditional patterns. Although the Company continues to monetize a significant amount of its content in the traditional manner, our focus on our own DTC distribution has had a number of impacts including but not limited to:
•in some cases, we are producing exclusive content for our DTC streaming services;
•rather than selling our content in the TV/SVOD market, we may choose to distribute it on our DTC streaming services;
•in part because of the impact of COVID-19 on theatrical markets around the world, we may alter our traditional theatrical distribution approach, for example by making a film available on our DTC streaming services at the same time it is in theaters; and
•we may choose to offer our content in pay-per-view format on our own DTC streaming services (e.g. Premier Access) in addition to distributing it in traditional home entertainment markets.
Over time, all else being equal, these impacts will tend to increase revenue at Direct-to-Consumer and reduce revenue at Linear Networks and Content Sales/Licensing.
A more detailed discussion of our distribution businesses and production groups follows.
Linear Networks
The majority of Linear Networks revenue is derived from affiliate fees and advertising sales. Generally, the Company’s networks provide programming under multi-year licensing agreements with MVPDs that include contractually specified rates on a per subscriber basis. The amounts that we can charge to MVPDs for our networks is largely dependent on the quality and quantity of programming that we can provide and the competitive market for programming services. The ability to sell advertising time and the rates received are primarily dependent on the size and nature of the audience that the network can deliver to the advertiser as well as overall advertiser demand.
Linear Networks consist of our domestic and international branded television channels.
Domestic Channels
Our domestic channels include Cable operations comprising Disney, ESPN, Freeform, FX and National Geographic branded channels and Broadcasting operations comprising ABC and eight owned ABC affiliated television stations.
Cable
Disney Channels
Branded television channels include: Disney Channel; Disney Junior; and Disney XD (collectively Disney Channels). Disney Channels also includes the DisneyNOW App and website.
Disney Channel - the Disney Channel airs original series and movie programming 24 hours a day targeted to kids ages 2 to 14. The channel features live-action comedy series, animated programming and preschool series as well as original movies and theatrical films.
Disney Junior - the Disney Junior channel airs programming 24 hours a day targeted to kids ages 2 to 7 and their parents and caregivers. The channel features animated and live-action programming that blends Disney’s storytelling and characters with learning. Disney Junior also airs as a programming block on the Disney Channel.
Disney XD - the Disney XD channel airs programming 24 hours a day targeted to kids ages 6 to 11. The channel features a mix of live-action and animated programming.
ESPN
Branded television channels include nine 24-hour domestic television sports channels: ESPN and ESPN2 (both of which are dedicated to professional and college sports as well as sports news and original programming); ESPNU (which is devoted to college sports); ESPNEWS (which simulcasts weekday ESPN Radio programming, re-airs select ESPN studio shows and airs a variety of other programming); SEC Network (which is dedicated to Southeastern Conference college athletics); ESPN Classic (which airs rebroadcasts of famous sporting events, sports documentaries and sports-themed movies); Longhorn Network (which is dedicated to The University of Texas athletics); ESPN Deportes (which airs professional and college sports as well as studio shows in Spanish); and ACC Network (which is dedicated to Atlantic Coast Conference college athletics). In addition, ESPN programs the sports schedule on ABC, which is branded ESPN on ABC.
ESPN also includes the following:
•ESPN.com, which delivers sports news, information and video on internet-connected devices, with approximately 20 editions in five languages across six countries globally. In the U.S., ESPN.com also features live video streams of ESPN channels to authenticated MVPD subscribers. Non-subscribers have limited access to certain content.
•ESPN App, which delivers scores, news, stories, highlights, short form video, podcasts and live audio, with fourteen editions in three languages globally. In the U.S., the ESPN App also features live video streams of ESPN’s linear channels and exclusive events to authenticated MVPD subscribers. Non-subscribers have limited access to certain content. The ESPN App is available for download on various internet-connected devices.
•ESPN Radio, which is the largest sports radio network in the U.S. and includes four ESPN owned stations in New York, Los Angeles, Chicago and Dallas.
In addition, ESPN owns and operates the following events: ESPYs (annual awards show); X Games (winter and summer action sports competitions); and a portfolio of collegiate sporting events including: bowl games, basketball games, softball games and post-season award shows.
ESPN is owned 80% by the Company and 20% by Hearst Corporation (Hearst).
Freeform
Freeform is a channel targeted to viewers ages 18 to 34 that airs original, Company owned (“library”) and licensed television series, films and holiday programming events. Freeform also includes the Freeform App and website.
FX Channels
Branded general entertainment television channels include: FX; FXM; and FXX (collectively FX Channels), which air a mix of original, library and licensed television series and films.
National Geographic Channels
Branded television channels include: National Geographic; Nat Geo Wild; and Nat Geo Mundo (collectively National Geographic Channels). National Geographic Channels air scripted and documentary programming on such topics as natural history, adventure, science, exploration and culture.
National Geographic, including the magazine and online business reported in Content Sales/licensing, is owned 73% by the Company and 27% by the National Geographic Society.
The number of domestic subscribers (in millions) for the Company’s significant cable channels as estimated by Nielsen Media Research(1) as of September 2021 (except where noted) are as follows:
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| Subscribers(2)
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Disney | |
Disney Channel | 76 |
Disney Junior | 57 |
Disney XD | 56 |
ESPN | |
ESPN | 76 |
ESPN2 | 76 |
ESPNU | 51 |
ESPNEWS(3)
| 59 |
SEC Network(3)
| 55 |
ACC Network(3)
| 42 |
Freeform | 76 |
FX Channels | |
FX | 77 |
FXX | 72 |
FXM | 47 |
National Geographic Channels | |
National Geographic | 76 |
National Geographic Wild | 51 |
(1)As a result of COVID-19, we understand there have been disruptions in Nielsen Media Research’s ability to collect in-home data, which may have had an impact on the estimated subscriber counts at September 2020 and September 2021. We believe these disruptions were more significant at September 2020 than at September 2021.
(2)Estimates include traditional MVPD and the majority of digital OTT subscriber counts.
(3)Because Nielsen Media Research does not measure this channel, estimated subscribers are according to SNL Kagan as of December 2020.
Broadcasting
ABC
As of October 2, 2021, ABC had affiliation agreements with approximately 240 local television stations reaching almost 100% of U.S. television households. ABC broadcasts programs in the primetime, daytime, late night, news and sports “dayparts”. ABC is also available digitally through the ABC App and website to authenticated MVPD subscribers. Non-subscribers have more limited access to on-demand episodes.
ABC also produces a variety of primetime specials, national news and daytime programming.
ABC provides online access to in-depth worldwide news and certain other programming through various Company operated and third party distribution platforms.
Domestic Television Stations
The Company owns eight television stations, six of which are located in the top ten television household markets in the U.S. All of our television stations are affiliated with ABC and collectively reach approximately 20% of the nation’s television households.
The stations we own are as follows: | | | | | | | | | | | | | | |
TV Station | | Market | | Television Market
Ranking(1)
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WABC | | New York, NY | | 1 |
KABC | | Los Angeles, CA | | 2 |
WLS | | Chicago, IL | | 3 |
WPVI | | Philadelphia, PA | | 4 |
KGO | | San Francisco, CA | | 6 |
KTRK | | Houston, TX | | 8 |
WTVD | | Raleigh-Durham, NC | | 24 |
KFSN | | Fresno, CA | | 55 |
(1)Based on Nielsen Media Research, U.S. Television Household Estimates, January 1, 2021.
International Channels
Our International Channels focus on General Entertainment, Sports and/or Family programming and operate under four significant brands: Disney; ESPN; Fox; and Star. The channels air programming from the Company’s content production groups, locally produced content and licensed programming.
The Company’s increased focus on DTC distribution in international markets is expected to negatively impact the International Channels business as we shift the primary means of monetizing our content from licensing of linear channels to distribution on our DTC platforms.
General Entertainment
The Company operates approximately 245 General Entertainment channels outside the U.S. primarily under the Fox, National Geographic and Star brands, which are broadcast in approximately 45 languages and 180 countries/territories.
Fox branded channels air a variety of scripted, reality and documentary programming. Channels are often thematically branded, focusing on such topics as comedy, cooking, crime, movies and travel, and are broadcast in most regions internationally.
National Geographic branded channels air scripted and documentary programming on such topics as natural history, adventure, science, exploration and culture, and are broadcast in most regions internationally.
Star branded channels air a variety of scripted, reality and documentary programming primarily in India. Channels are also broadcast in other countries in Asia Pacific.
In addition, the Company operates UTV and Bindass branded channels principally in India. UTV Action and UTV Movies offer Bollywood movies as well as Hollywood, Asian and Indian regional movies dubbed in Hindi. Bindass is a youth entertainment channel.
Sports
The Company operates approximately 55 Sports channels outside the U.S. under the ESPN, Fox and Star brands, which are broadcast in approximately 10 languages and 100 countries/territories.
ESPN branded channels primarily operate in Latin America, Asia Pacific and Europe. In the Netherlands, the ESPN branded channels are operated by Eredivisie Media & Marketing CV (EMM), which has the media and sponsorship rights of the Dutch Premier League for soccer. The Company owns 51% of EMM.
Fox branded sports channels primarily operate in Latin America, Asia Pacific and Europe. Fox Sports Premium, a pay television service in Argentina, airs the matches of the professional soccer league in Argentina.
Star branded sports channels primarily operate in India and certain other countries in Asia Pacific. Star has rights to various sports programming including cricket, soccer, tennis and field hockey.
Family
The Company operates approximately 85 Family channels outside the U.S. primarily under the Disney brand, which are broadcast in approximately 30 languages and 180 countries/territories.
Disney branded television channels include Disney Channel, Disney Junior, Disney XD and Disney International HD.
As of September 2021, the estimated number of international subscribers (in millions) for the Company’s significant channels, based on internal management reports, are as follows:
| | | | | |
| Subscribers |
Disney | |
Disney Channel | 162 |
Disney Junior | 154 |
Disney XD | 83 |
ESPN(1)
| 64 |
Fox(1)
| 184 |
National Geographic(1)
| 320 |
Star | |
General Entertainment(1)
| 132 |
Sports(1)
| 84 |
(1)Reflects our estimate of each unique subscriber that has access to one or more of these branded channels.
Equity Investments
The Company has investments in media businesses that are accounted for under the equity method, the most significant of which are A+E and CTV. The Company’s share of the financial results for these investments is reported as “Equity in the income (loss) of investees, net” in the Company’s Consolidated Statements of Operations.
A+E
A+E is owned 50% by the Company and 50% by Hearst. A+E operates a variety of cable channels:
•A&E – which offers entertainment programming including original reality and scripted series
•HISTORY – which offers original series and event-driven specials
•Lifetime and Lifetime Real Women – which offer female-focused programming
•Lifetime Movie Network (LMN) – which offers female-focused movies
•FYI – which offers contemporary lifestyle programming
A+E also has a 50% ownership interest in Viceland, a channel offering lifestyle-oriented documentaries and reality series aimed at millennial audiences.
A+E programming is available in approximately 200 countries and territories. A+E’s networks are distributed internationally under multi-year licensing agreements with MVPDs. A+E programming is also sold to international television broadcasters and SVOD services.
As of September 2021, the number of domestic subscribers (in millions) for A+E channels as estimated by Nielsen Media Research(1) are as follows: | | | | | |
| Subscribers(2)
|
A&E | 75 |
HISTORY | 76 |
Lifetime | 75 |
LMN | 56 |
FYI | 46 |
(1)As a result of COVID-19, we understand there have been disruptions in Nielsen Media Research’s ability to collect in-home data, which may have had an impact on the estimated subscriber counts at September 2020 and September 2021. We believe these disruptions were more significant at September 2020 than at September 2021.
(2)Estimates include traditional MVPD and the majority of digital OTT subscriber counts.
CTV
ESPN holds a 30% equity interest in CTV Specialty Television, Inc., which owns television channels in Canada, including The Sports Networks (TSN) 1-5, Le Réseau des Sports (RDS), RDS2, RDS Info, ESPN Classic Canada, Discovery Canada and Animal Planet Canada.
Direct-to-Consumer
Our DTC businesses consist of subscription services that provide video streaming of general entertainment, family and sports programming (services are offered individually or in a bundle) and digital content distribution services. The subscription services are offered to customers directly or through third-party distributors on mobile and internet connected devices.
Disney+ Services (includes Disney+ Hotstar and Star+)
Disney+ is a subscription based DTC video streaming service with Disney, Pixar, Marvel, Star Wars and National Geographic branded programming, which are all top level selections or “tiles” within the Disney+ interface. Programming includes approximately 33,000 episodes and 1,850 movies from the Company’s produced and acquired television and film library and approximately 75 exclusive original series and 40 exclusive original movies and specials. Disney+ launched in November 2019 in the U.S. and four other countries and launched in other Western European countries in the Spring of 2020. In April 2020, paid subscribers of the Hotstar streaming service in India were converted to Disney+ Hotstar subscribers, and in June 2020, current subscribers of the Disney Deluxe service in Japan were converted to Disney+ subscribers. In September 2020, Disney+ was launched in additional European countries and Disney+ Hotstar was launched in Indonesia. In November 2020, Disney+ was launched in Latin America. Additional launches are planned for various Asia Pacific territories by the end of calendar 2021.
Disney+ Hotstar is a subscription based DTC video streaming service with television shows, movies, sports, news and original series in approximately ten languages. The service incorporates gaming and social features. Disney+ Hotstar has exclusive streaming rights to Home Box Office, Inc.’s original programming in India and also carries content from Showtime. Disney+ Hotstar is available in India, Indonesia, Malaysia and Thailand.
In February 2021, Disney+ expanded its general entertainment content offerings outside of the U.S. and Latin America with the launch of a STAR tile. In August 2021, STAR+ launched as a standalone DTC streaming service in Latin America.
STAR and STAR+ programming includes a variety of general entertainment content from Disney’s various studios as well as content licensed from third parties. STAR+ also includes live sports.
The majority of Disney+ revenue is derived from subscription fees. In addition, Disney+ Hotstar generates advertising revenue and Disney+ generates Premier Access fees.
As of October 2, 2021, the estimated number of paid Disney+, Disney+ Hotstar and STAR+ subscribers, based on internal management reports, was approximately 118 million.
ESPN+
ESPN+ is a subscription based DTC video streaming service offering thousands of live sporting events, on-demand sports content and original programming. ESPN+ revenue is derived from subscription fees, pay-per-view fees and, to a lesser extent, advertising sales. Live events available through the service include mixed martial arts, soccer, hockey, boxing, baseball, college sports, tennis and cricket. ESPN+ is currently the exclusive distributor for UFC pay-per-view events in the U.S. As of October 2, 2021, the estimated number of paid ESPN+ subscribers, based on internal management reports, was approximately 17 million.
Hulu
Hulu is a subscription based DTC video streaming service with content that is internally produced, commissioned or licensed. Hulu’s revenue is primarily derived from subscription fees and advertising sales. Hulu offers two SVOD services with either limited commercial announcements or with no commercial announcements, and offers a digital OTT MVPD (Live TV) service that can be combined with either of the SVOD services. Hulu’s Live TV service includes live linear streams of cable networks and the major broadcast networks. In addition, Hulu offers subscriptions to premium services such as HBOMax, Cinemax, Starz and Showtime, which can be added to the Hulu service. Certain programming from ABC, Freeform and FX Channels is also available on the Hulu SVOD service one day after airing on these channels. As of October 2, 2021, the estimated number of paid Hulu subscribers, based on internal management reports, was approximately 44 million.
The Company has a 67% ownership interest in and full operational control of Hulu. NBC Universal (NBCU) owns the remaining 33% of Hulu. The Company has a put/call agreement with NBCU, which provides NBCU the option to require the Company to purchase NBCU’s interest in Hulu and the Company the option to require NBCU to sell its interest in Hulu to the Company, in both cases, beginning in January 2024 (see Note 4 of the Consolidated Financial Statements for additional information).
Digital Content Distribution Services
BAMTech LLC (BAMTech) operates the Company’s DTC sports business, which includes ESPN+. BAMTech also provides streaming technology services to third parties. BAMTech is owned 85% by the Company and 15% by Major League
Baseball (MLB), which has the right to sell its shares to the Company in the future (see Note 2 of the Consolidated Financial Statements for additional information). Hearst has a 20% interest in the Company’s DTC sports business.
Content Sales/Licensing and Other
The majority of Content Sales/Licensing revenue is derived from TV/SVOD, theatrical and home entertainment distribution. In addition, revenue is generated from music distribution and stage plays.
The Company also publishes National Geographic magazine and provides post-production services through Industrial Light & Magic and Skywalker Sound. These activities are reported with Content Sales/Licensing.
TV/SVOD Distribution
Our film and television content is licensed to third-party television networks, television stations and other video service providers for distribution to viewers on television or a variety of internet-connected devices, including through SVOD services (such as Netflix and Amazon). For films released theatrically, the television distribution market generally comprises multiple pay and free TV windows, which have license periods of various lengths, generally following the home entertainment distribution window.
The Company’s film library includes content from approximately 100 years of production history, as well as acquired film libraries and totals approximately 4,900 live-action titles and 400 animation titles.
The Company’s television programming library includes content from approximately 70 years of production history. Series with four or more seasons include approximately 75 one-hour dramas, 50 half-hour comedies, 5 half-hour non-scripted series, 25 one-hour non-scripted series, 15 half-hour animated series and 10 half-hour live-action series.
Theatrical Distribution
The Company licenses full-length live-action and animated films from the Company’s Studio production group to theaters globally. Cumulatively through October 2, 2021, the Company has released approximately 1,100 full-length live-action films and 100 full-length animated films. In the domestic and most major international markets, we generally distribute and market our films directly. In certain international markets our films are distributed by independent companies. During fiscal 2022, we expect to release approximately 20 films, although the timing and number of these releases could be impacted by COVID-19, and certain films intended for theatrical release may be made available on our DTC streaming services in certain territories.
The Company incurs significant marketing and advertising costs before and throughout the theatrical release of a film in an effort to generate public awareness of the film, to increase the public’s intent to view the film and to help generate consumer interest in the subsequent home entertainment and other ancillary markets. These costs are expensed as incurred, which may result in a loss on a film in the theatrical markets, including in periods prior to the theatrical release of the film.
Home Entertainment Distribution
We distribute the Company’s film and episodic television content in home entertainment markets in physical (DVD and Blu-ray disc) and electronic formats globally.
Domestically, films and episodic television content are distributed directly to retailers, wholesalers and consumers. Internationally, films and episodic television content are distributed directly and through independent distribution companies. Physical formats of our films and episodic television content are generally sold to retailers, such as Walmart and Target, and electronic formats are sold through e-tailers, such as Apple and Amazon, and MVPDs, such as Comcast and DirectTV. The Company also operates Disney Movie Club, which sells DVD/Blu-ray discs directly to consumers in the U.S. and Canada.
Distribution of film content in the home entertainment window generally starts two to four months after the theatrical release. Electronic formats may be released up to four weeks ahead of the physical release.
Distribution of episodic television content in the home entertainment window includes sales of season passes that can be purchased prior to, during and after the broadcast season with individual episodes typically available to season pass customers shortly after the initial airing of the show in each territory. Individual episodes are also available for purchase shortly after their initial airing in each territory.
As of October 2, 2021, we have approximately 2,500 produced and acquired film titles that are actively distributed in the home entertainment window, including approximately 2,200 live-action titles and approximately 300 animated titles.
Concurrently with physical home entertainment distribution, we license titles to video-on-demand (VOD) services for electronic delivery to consumers for a specified rental period.
Disney Theatrical Group
Disney Theatrical Group develops, produces and licenses live entertainment events on Broadway and around the world. Productions include The Lion King, Aladdin, Frozen, The Little Mermaid, Beauty and the Beast, The Hunchback of Notre Dame, Mary Poppins (a co-production with Cameron Mackintosh Ltd), Newsies, Aida and TARZAN®.
Disney Theatrical Group also licenses the Company’s IP to Feld Entertainment, the producer of Disney On Ice and Marvel Universe Live!.
Music Distribution
The Disney Music Group (DMG) commissions new music for the Company’s motion pictures and television programs and develops, produces, markets and distributes the Company’s music worldwide either directly or through license agreements. DMG also licenses the songs and recording copyrights to third parties for printed music, records, audio-visual devices, public performances and digital distribution and produces live musical concerts. DMG includes Walt Disney Records, Hollywood Records, Disney Music Publishing and Disney Concerts.
Equity Investment
The Company has a 30% effective interest in Tata Sky Limited, which operates a direct-to-home satellite distribution platform in India.
Studios
The Studios produce motion pictures under the Walt Disney Pictures, Twentieth Century Studios, Marvel, Lucasfilm, Pixar and Searchlight Pictures banners. Costs to produce the films are generally capitalized and allocated to the distribution platform utilizing the content.
Marvel licensed rights to produce and distribute Spider-Man films to Sony Pictures Entertainment (Sony) prior to the Company’s fiscal 2010 acquisition of Marvel. In general, Sony incurs the costs to produce and distribute Spider-Man films and the Company licenses the merchandise rights to third parties. The Company pays Sony a licensing fee based on each film’s box office receipts, subject to specified limits. In general, the Company distributes all other Marvel-produced films.
In fiscal 2022, the Studios plan to produce approximately 50 titles, which include films and episodic television programs, for distribution theatrically and/or on our DTC platforms. The timing and number of productions could be impacted by COVID-19.
General Entertainment
Content produced by General Entertainment primarily consists of original episodic television programs and network news content. General Entertainment also acquires episodic television programming rights. Original content is generally produced by the following Company owned television studios: ABC Signature; 20th Television; Disney Branded Television; FX Productions; and National Geographic Studios. Original content is also commissioned by General Entertainment and produced by various other third-party studios. Costs to produce original content are generally capitalized and allocated to the distribution platform utilizing the content. Program development is carried out in collaboration with writers, producers and creative teams.
We estimate the number of original programs that will be produced or commissioned by General Entertainment for use by the Company’s various distribution platforms in fiscal 2022 is as follows, although the timing and number of productions could be impacted by COVID-19:
•60 unscripted series
•30 comedy series
•25 drama series
•15 docuseries/limited series
•10 animated series
•5 made for TV movies
•Numerous specials and shorts
Programming produced by our television studios for third-party platforms include eight returning and three new one-hour dramas; seven returning and one new half-hour comedies; and two new limited series. For many of these productions, the third parties have domestic linear distribution rights, and the Company has SVOD and international distribution rights.
Sports
The Company has various professional and college sports programming rights, which the Sports group uses to produce content aired on our Linear Networks and distributed on our DTC platforms including live events, sports news and original content. In the U.S., rights include college football (including bowl games and the College Football Playoff) and basketball, the
National Basketball Association (NBA), the National Football League (NFL), MLB, US Open Tennis, the Professional Golfers’ Association (PGA) Championship, the Women’s National Basketball Association (WNBA), soccer, Top Rank Boxing, the Wimbledon Championships, the Masters golf tournament, mixed martial arts and the National Hockey League (NHL) (beginning with the 2021-2022 season). Internationally, rights include various cricket events (for which the Company has the global distribution rights to certain events), soccer (including English Premier League, La Liga, Bundesliga and multiple UEFA leagues), motorsports, tennis, combat sports, the NFL and MLB.
Competition and Seasonality
The Company’s Linear Networks and DTC streaming services compete for viewers primarily with other television networks, independent television stations and other media, such as other DTC streaming services and video games. With respect to the sale of advertising time, we compete with other television networks, independent television stations, MVPDs and other advertising media such as digital content, newspapers, magazines, radio and billboards. Our television and radio stations primarily compete for audiences and advertisers in local market areas.
The Company’s Linear Networks compete with other networks for carriage by MVPDs. The Company’s contractual agreements with MVPDs are renewed or renegotiated from time to time in the ordinary course of business. Consolidation and other market conditions in the cable, satellite and telecommunication distribution industry and other factors may adversely affect the Company’s ability to obtain and maintain contractual terms for the distribution of its various programming services that are as favorable as those currently in place.
The Content Sales/Licensing businesses compete with all forms of entertainment. A significant number of companies produce and/or distribute theatrical and television content, distribute products in the home entertainment market, provide pay television and SVOD services, and produce music and live theater.
The operating results of Content Sales/Licensing fluctuate due to the timing and performance of releases in the theatrical, home entertainment and television markets. Release dates are determined by several factors, including competition and the timing of vacation and holiday periods.
The Company’s websites and digital products compete with other websites and entertainment products.
We also compete with other media and entertainment companies, independent production companies, SVOD providers and DTC streaming services for the acquisition of sports rights, creative and performing talent, story properties, show concepts, scripted and other programming, advertiser support and exhibition outlets that are essential to the success of our DMED businesses.
Advertising revenues at Linear Networks and Direct-to-Consumer are subject to seasonal advertising patterns, changes in viewership levels and the demand for sports programming. In general, domestic advertising revenues are typically somewhat higher during the fall and somewhat lower during the summer months. In addition, advertising revenues generated from sports programming are impacted by the timing of sports seasons and events, which varies throughout the year or may take place periodically (e.g. biannually, quadrennially). Affiliate revenues vary with the subscriber trends of MVPDs.
In addition, operating results at all of our businesses may fluctuate in response to business closures or disruptions, such as those described under COVID-19 Pandemic.
Federal Regulation
Television and radio broadcasting are subject to extensive regulation by the Federal Communications Commission (FCC) under federal laws and regulations, including the Communications Act of 1934, as amended. Violation of FCC regulations can result in substantial monetary fines, limited renewals of licenses and, in egregious cases, denial of license renewal or revocation of a license. FCC regulations that affect our DMED segment include the following:
•Licensing of television and radio stations. Each of the television and radio stations we own must be licensed by the FCC. These licenses are granted for periods of up to eight years, and we must obtain renewal of licenses as they expire in order to continue operating the stations. We (and the acquiring entity in the case of a divestiture) must also obtain FCC approval whenever we seek to have a license transferred in connection with the acquisition or divestiture of a station. The FCC may decline to renew or approve the transfer of a license in certain circumstances and may delay renewals while permitting a licensee to continue operating. Although we have received such renewals and approvals in the past or have been permitted to continue operations when renewal is delayed, there can be no assurance that this will be the case in the future.
•Television and radio station ownership limits. The FCC imposes limitations on the number of television stations and radio stations we can own in a specific market, on the combined number of television and radio stations we can own in
a single market and on the aggregate percentage of the national audience that can be reached by television stations we own. Currently:
◦FCC regulations may restrict our ability to own more than one television station in a market, depending on the size and nature of the market. We do not own more than one television station in any market.
◦Federal statutes permit our television stations in the aggregate to reach a maximum of 39% of the national audience. Pursuant to the most recent decision by the FCC as to how to calculate compliance with this limit, our eight stations reach approximately 20% of the national audience.
◦FCC regulations in some cases impose restrictions on our ability to acquire additional radio or television stations in the markets in which we own radio stations. We do not believe any such limitations are material to our current operating plans.
•Dual networks. FCC rules currently prohibit any of the four major broadcast television networks — ABC, CBS, Fox and NBC — from being under common ownership or control.
•Regulation of programming. The FCC regulates broadcast programming by, among other things, banning “indecent” programming, regulating political advertising and imposing commercial time limits during children’s programming. Penalties for broadcasting indecent programming can be over $400,000 per indecent utterance or image per station.
Federal legislation and FCC rules also limit the amount of commercial matter that may be shown on broadcast or cable channels during programming designed for children 12 years of age and younger. In addition, broadcast stations are generally required to provide an average of three hours per week of programming that has as a “significant purpose” meeting the educational and informational needs of children 16 years of age and younger. FCC rules also give television station owners the right to reject or refuse network programming in certain circumstances or to substitute programming that the licensee reasonably believes to be of greater local or national importance.
•Cable and satellite carriage of broadcast television stations. With respect to MVPDs operating within a television station’s Designated Market Area, FCC rules require that every three years each television station elect either “must carry” status, pursuant to which MVPDs generally must carry a local television station in the station’s market, or “retransmission consent” status, pursuant to which the MVPDs must negotiate with the television station to obtain the consent of the television station prior to carrying its signal. The ABC owned television stations have historically elected retransmission consent.
•Cable and satellite carriage of programming. The Communications Act and FCC rules regulate some aspects of negotiations regarding cable and satellite retransmission consent, and some cable and satellite distribution companies have sought regulation of additional aspects of the carriage of programming on cable and satellite systems. New legislation, court action or regulation in this area could have an impact on the Company’s operations.
The foregoing is a brief summary of certain provisions of the Communications Act, other legislation and specific FCC rules and policies. Reference should be made to the Communications Act, other legislation, FCC rules and public notices and rulings of the FCC for further information concerning the nature and extent of the FCC’s regulatory authority.
FCC laws and regulations are subject to change, and the Company generally cannot predict whether new legislation, court action or regulations, or a change in the extent of application or enforcement of current laws and regulations, would have an adverse impact on our operations.
DISNEY PARKS, EXPERIENCES AND PRODUCTS
The operations of DPEP’s significant lines of business are as follows:
•Parks & Experiences:
◦Theme parks and resorts, which include: Walt Disney World Resort in Florida; Disneyland Resort in California; Disneyland Paris; Hong Kong Disneyland Resort (48% ownership interest); and Shanghai Disney Resort (43% ownership interest), all of which are consolidated in our results. Additionally, the Company licenses our IP to a third party to operate Tokyo Disney Resort.
◦Disney Cruise Line, Disney Vacation Club, National Geographic Expeditions (73% ownership interest), Adventures by Disney and Aulani, a Disney Resort & Spa in Hawaii
•Consumer Products:
◦Licensing of our trade names, characters, visual, literary and other IP to various manufacturers, game developers, publishers and retailers throughout the world, for use on merchandise, published materials and games
◦Sale of branded merchandise through retail, online and wholesale businesses, and development and publishing of books, comic books and magazines (except National Geographic magazine, which is reported in DMED)
The significant revenues of DPEP are as follows:
•Theme park admissions - Sales of tickets for admission to our theme parks
•Parks & Experiences merchandise, food and beverage - Sales of merchandise, food and beverages at our theme parks and resorts and cruise ships
•Resorts and vacations - Sales of room nights at hotels, sales of cruise and other vacations and sales and rentals of vacation club properties
•Merchandise licensing and retail:
◦Merchandise licensing - Royalties from licensing our IP for use on consumer goods
◦Retail - Sales of merchandise at The Disney Store and through internet shopping sites generally branded shopDisney, as well as to wholesalers (including books, comic books and magazines)
•Parks licensing and other - Revenues from sponsorships, real estate rent and sales and royalties earned on Tokyo Disney Resort revenues.
The significant expenses of DPEP are as follows:
•Operating expenses consisting primarily of operating labor, costs of goods sold, infrastructure costs, supplies, commissions and entertainment offerings. Infrastructure costs include information systems expense, repairs and maintenance, property taxes, utilities and fuel, retail occupancy costs, insurance and transportation
•Selling, general and administrative costs
•Depreciation and amortization
Significant capital investments:
•In recent years, the majority of the Company’s capital spend has been at our parks and experiences business, which is principally for theme park and resort expansion, new attractions, cruise ships, capital improvements and systems infrastructure. The various investment plans discussed in the “Parks & Experiences” section are based on management’s current expectations. Actual investment may differ.
Parks & Experiences
Walt Disney World Resort
The Walt Disney World Resort is located approximately 20 miles southwest of Orlando, Florida, on approximately 25,000 acres of land. The resort includes theme parks (the Magic Kingdom, EPCOT, Disney’s Hollywood Studios and Disney’s Animal Kingdom); hotels; vacation club properties; a retail, dining and entertainment complex (Disney Springs); a sports complex; conference centers; campgrounds; golf courses; water parks; and other recreational facilities designed to attract visitors for an extended stay.
The Walt Disney World Resort is marketed through a variety of international, national and local advertising and promotional activities. A number of attractions and restaurants in each of the theme parks are sponsored or operated by other corporations under multi-year agreements.
Magic Kingdom — The Magic Kingdom consists of six themed areas: Adventureland, Fantasyland, Frontierland, Liberty Square, Main Street USA and Tomorrowland. Each land provides a unique guest experience featuring themed attractions, restaurants, merchandise shops and entertainment experiences.
EPCOT — EPCOT consists of four major themed areas: World Showcase, World Celebration, World Nature and World Discovery. All areas feature themed attractions, restaurants, merchandise shops and entertainment experiences. Countries represented with pavilions include Canada, China, France, Germany, Italy, Japan, Mexico, Morocco, Norway, the United Kingdom and the U.S. EPCOT is undergoing a multi-year transformation, which includes the addition of Remy’s Ratatouille Adventure attraction and the Harmonious nighttime spectacular, which both opened in October 2021, and Guardians of the Galaxy: Cosmic Rewind, which is expected to open in summer 2022.
Disney’s Hollywood Studios — Disney’s Hollywood Studios consists of eight themed areas: Animation Courtyard, Commissary Lane, Echo Lake, Grand Avenue, Hollywood Boulevard, Star Wars: Galaxy’s Edge, Sunset Boulevard and Toy Story Land. The areas provide behind-the-scenes glimpses of Hollywood-style action through various shows and attractions and offer themed food service, merchandise shops and entertainment experiences.
Disney’s Animal Kingdom — Disney’s Animal Kingdom consists of a 145-foot tall Tree of Life centerpiece surrounded by five themed areas: Africa, Asia, DinoLand USA, Discovery Island and Pandora - The World of Avatar. Each themed area contains attractions, restaurants, merchandise shops and entertainment experiences. The park features more than 300 species of live mammals, birds, reptiles and amphibians and 3,000 varieties of vegetation.
Hotels, Vacation Club Properties and Other Resort Facilities — As of October 2, 2021, the Company owned and operated 18 resort hotels and vacation club facilities at the Walt Disney World Resort, with approximately 24,000 rooms and 3,500 vacation club units. Resort facilities include 500,000 square feet of conference meeting space and Disney’s Fort Wilderness camping and recreational area, which offers approximately 800 campsites. The Company is constructing the Star Wars: Galactic Starcruiser, a new hotel at the Walt Disney World Resort scheduled to open in March 2022.
Disney Springs is an approximately 120-acre retail, dining and entertainment complex and consists of four areas: Marketplace, The Landing, Town Center and West Side. The areas are home to more than 150 venues including the 64,000-square-foot World of Disney retail store. Most of the Disney Springs facilities are operated by third parties that pay rent to the Company.
Nine independently-operated hotels with approximately 6,000 rooms are situated on property leased from the Company.
ESPN Wide World of Sports Complex is a 230-acre center that hosts professional caliber training and competitions, festival and tournament events and interactive sports activities. The complex, which welcomes both amateur and professional athletes, accommodates multiple sporting events, including baseball, basketball, football, soccer, softball, tennis and track and field. It also includes a stadium, as well as two venues designed for cheerleading, dance competitions and other indoor sports. In 2020, the complex hosted the remainder of the previously suspended NBA season, including the playoffs and finals.
Other recreational amenities and activities available at the Walt Disney World Resort include three championship golf courses, miniature golf courses, full-service spas, tennis, sailing, swimming, horseback riding and a number of other sports and leisure time activities. The resort also includes two water parks: Disney’s Blizzard Beach and Disney’s Typhoon Lagoon.
Disneyland Resort
The Company owns 486 acres and has rights under a long-term lease for use of an additional 55 acres of land in Anaheim, California. The Disneyland Resort includes two theme parks (Disneyland and Disney California Adventure), three resort hotels and a retail, dining and entertainment complex (Downtown Disney).
The Disneyland Resort is marketed through a variety of international, national and local advertising and promotional activities. A number of the attractions and restaurants in the theme parks are sponsored or operated by other corporations under multi-year agreements.
Disneyland — Disneyland consists of nine themed areas: Adventureland, Critter Country, Fantasyland, Frontierland, Main Street USA, Mickey’s Toontown, New Orleans Square, Star Wars: Galaxy’s Edge, and Tomorrowland. These areas feature themed attractions, restaurants, merchandise shops and entertainment experiences.
Disney California Adventure — Disney California Adventure is adjacent to Disneyland and includes eight themed areas: Avengers Campus, Buena Vista Street, Cars Land, Grizzly Peak, Hollywood Land, Pacific Wharf, Paradise Gardens Park and Pixar Pier. These areas include themed attractions, restaurants, merchandise shops and entertainment experiences.
Hotels, Vacation Club Units and Other Resort Facilities — Disneyland Resort includes three Company owned and operated hotels and vacation club facilities with approximately 2,400 rooms, 50 vacation club units and 180,000 square feet of conference meeting space.
Downtown Disney is a themed 15-acre retail, entertainment and dining complex with approximately 30 venues located adjacent to both Disneyland and Disney California Adventure. Most of the Downtown Disney facilities are operated by third parties that pay rent to the Company.
Aulani, a Disney Resort & Spa
Aulani, a Disney Resort & Spa, is a Company-operated family resort on a 21-acre oceanfront property on Oahu, Hawaii featuring approximately 350 hotel rooms, an 18,000-square-foot spa and 12,000 square feet of conference meeting space. The resort also has approximately 480 vacation club units.
Disneyland Paris
Disneyland Paris is located on a 5,510-acre development in Marne-la-Vallée, approximately 20 miles east of Paris, France. The land is being developed pursuant to a master agreement with French governmental authorities. Disneyland Paris includes two theme parks (Disneyland Park and Walt Disney Studios Park); seven themed resort hotels; two convention centers; a shopping, dining and entertainment complex (Disney Village); and a 27-hole golf facility. Of the 5,510 acres comprising the site, approximately half have been developed to date, including a planned community (Val d’Europe) and an eco-tourism destination (Villages Nature).
Disneyland Park — Disneyland Park consists of five themed areas: Adventureland, Discoveryland, Fantasyland, Frontierland and Main Street USA. These areas include themed attractions, restaurants, merchandise shops and entertainment experiences.
Walt Disney Studios Park — Walt Disney Studios Park includes four themed areas: Front Lot, Production Courtyard, Toon Studio and Worlds of Pixar. These areas each include themed attractions, restaurants, merchandise shops and entertainment experiences. Walt Disney Studios Park is undergoing a multi-year expansion that will include Avengers Campus, which is expected to open in summer 2022, and a new theme area based on Frozen.
Hotels and Other Facilities — Disneyland Paris operates seven resort hotels, with approximately 5,750 rooms and 250,000 square feet of conference meeting space. In addition, eight on-site hotels that are owned and operated by third parties provide approximately 2,575 rooms.
Disney Village is an approximately 500,000-square-foot retail, dining and entertainment complex located between the theme parks and the hotels. A number of the Disney Village facilities are operated by third parties that pay rent to the Company.
Val d’Europe is a planned community near Disneyland Paris that is being developed in phases. Val d’Europe currently includes a regional train station, hotels and a town center consisting of a shopping center as well as office, commercial and residential space. Third parties operate these developments on land leased or purchased from the Company.
Villages Nature is a European eco-tourism resort that consists of recreational facilities, restaurants and 900 vacation units. The resort is a 50% joint venture between the Company and Pierre & Vacances-Center Parcs, who manages the venture.
Hong Kong Disneyland Resort
The Company owns a 48% interest in Hong Kong Disneyland Resort and the Government of the Hong Kong Special Administrative Region (HKSAR) owns a 52% interest. The resort is located on 310 acres on Lantau Island and is in close proximity to the Hong Kong International Airport and the Hong Kong-Zhuhai-Macau Bridge. Hong Kong Disneyland Resort includes one theme park and three themed resort hotels. A separate Hong Kong subsidiary of the Company is responsible for managing Hong Kong Disneyland Resort. The Company is entitled to receive royalties and management fees based on the operating performance of Hong Kong Disneyland Resort.
Hong Kong Disneyland — Hong Kong Disneyland consists of seven themed areas: Adventureland, Fantasyland, Grizzly Gulch, Main Street USA, Mystic Point, Tomorrowland and Toy Story Land. These areas feature themed attractions, restaurants, merchandise shops and entertainment experiences. The park is in the midst of a multi-year expansion project that includes a Frozen-themed area.
Hotels — Hong Kong Disneyland Resort includes three themed hotels with a total of 1,750 rooms and approximately 16,000 square feet of conference meeting space.
Shanghai Disney Resort
The Company owns a 43% interest in Shanghai Disney Resort and Shanghai Shendi (Group) Co., Ltd (Shendi) owns a 57% interest. The resort is located in the Pudong district of Shanghai on approximately 1,000 acres of land, which includes the Shanghai Disneyland theme park; two themed resort hotels; a retail, dining and entertainment complex (Disneytown); and an outdoor recreation area. A management company, in which the Company has a 70% interest and Shendi has a 30% interest, is responsible for operating the resort and receives a management fee based on the operating performance of Shanghai Disney Resort. The Company is also entitled to royalties based on the resort’s revenues.
Shanghai Disneyland — Shanghai Disneyland consists of seven themed areas: Adventure Isle, Fantasyland, Gardens of Imagination, Mickey Avenue, Tomorrowland, Toy Story Land and Treasure Cove. These areas feature themed attractions, shows, restaurants, merchandise shops and entertainment experiences. The Company is constructing an eighth themed area based on the animated film Zootopia.
Hotels and Other Facilities — Shanghai Disneyland Resort includes two themed hotels with a total of 1,220 rooms. Disneytown is an 11-acre outdoor complex of dining, shopping and entertainment venues located adjacent to Shanghai Disneyland. Most Disneytown facilities are operated by third parties that pay rent to Shanghai Disney Resort.
Tokyo Disney Resort
Tokyo Disney Resort is located on 494 acres of land, six miles east of downtown Tokyo, Japan. The Company earns royalties on revenues generated by the Tokyo Disney Resort, which is owned and operated by Oriental Land Co., Ltd. (OLC), a third-party Japanese corporation. The resort includes two theme parks (Tokyo Disneyland and Tokyo DisneySea); four Disney-branded hotels; six other hotels (operated by third parties other than OLC); a retail, dining and entertainment complex (Ikspiari); and Bon Voyage, a Disney-themed merchandise location.
Tokyo Disneyland — Tokyo Disneyland consists of seven themed areas: Adventureland, Critter Country, Fantasyland, Tomorrowland, Toontown, Westernland and World Bazaar.
Tokyo DisneySea — Tokyo DisneySea is divided into seven “ports of call,” including American Waterfront, Arabian Coast, Lost River Delta, Mediterranean Harbor, Mermaid Lagoon, Mysterious Island and Port Discovery. OLC is expanding Tokyo DisneySea to include an eighth themed port, Fantasy Springs.
Hotels and Other Resort Facilities — Tokyo Disney Resort includes four Disney-branded hotels with a total of more than 2,400 rooms and a monorail, which links the theme parks and resort hotels with Ikspiari. OLC is currently constructing an approximate 600-room Toy Story themed hotel that is expected to open in April 2022 and an approximate 475-room Disney-branded hotel at Tokyo DisneySea that is expected to open in 2023.
Disney Vacation Club (DVC)
DVC offers ownership interests in 15 resort facilities located at the Walt Disney World Resort; Disneyland Resort; Aulani; Vero Beach, Florida; and Hilton Head Island, South Carolina. Available units are offered for sale under a vacation ownership plan and are operated as hotel rooms when not occupied by vacation club members. The Company’s vacation club units range from deluxe studios to three-bedroom grand villas. Unit counts in this document are presented in terms of two-bedroom equivalents. DVC had approximately 4,300 vacation club units as of October 2, 2021. The Company also plans to convert certain existing hotel rooms at Disney’s Grand Floridian Resort & Spa into approximately 70 DVC units by summer 2022 and build a new DVC property at Disneyland Resort with 135 units that is expected to open in 2023.
Disney Cruise Line
Disney Cruise Line is a four-ship vacation cruise line, which operates out of ports in North America and Europe. The Disney Magic and the Disney Wonder are approximately 85,000-ton 875-stateroom ships, and the Disney Dream and the Disney Fantasy are approximately 130,000-ton 1,250-stateroom ships. The ships cater to families, children, teenagers and adults, with distinctly-themed areas and activities for each group. Many cruise vacations include a visit to Disney’s Castaway Cay, a 1,000-acre private Bahamian island.
The Company is expanding its cruise business by adding three new ships. The first ship, the Disney Wish, is scheduled to launch in June 2022 with the other two ships to be delivered from the shipyard in 2024 and 2025. Each new ship can be powered by liquefied natural gas and will be approximately 140,000 tons with 1,250 staterooms.
The Company has an agreement with the Government of The Bahamas to create and manage a destination at Lighthouse Point on the island of Eleuthera, which is scheduled to open in 2024.
Adventures by Disney and National Geographic Expeditions
Adventures by Disney and National Geographic Expeditions offer guided tour packages predominantly at non-Disney sites around the world.
Walt Disney Imagineering
Walt Disney Imagineering provides master planning, real estate development, attraction, entertainment and show design, engineering support, production support, project management and research and development for the DPEP segment.
Consumer Products
Licensing
The Company’s merchandise licensing operations cover a diverse range of product categories, the most significant of which are: toys, apparel, games, home décor and furnishings, accessories, health and beauty, books, food, footwear, stationery, consumer electronics and magazines. The Company licenses characters from its film, television and other properties for use on third-party products in these categories and earns royalties, which are usually based on a fixed percentage of the wholesale or retail selling price of the products. Some of the major properties licensed by the Company include: Mickey and Minnie, Star Wars, Frozen, Disney Princess, Avengers, Spider-Man, Toy Story, Disney Classics, Winnie the Pooh and Cars.
Retail
The Company sells Disney-, Marvel-, Pixar- and Lucasfilm-branded products through retail stores and internet sites globally. During 2021, the Company announced plans to focus on its e-commerce business and significantly reduced its brick-and-mortar footprint in North America and Europe. At October 2, 2021, the Company owns and operates approximately 40 stores in Japan, 20 stores in North America, 15 stores in Europe and two stores in China. Retail stores operate under The Disney Store name and are generally located in leading shopping malls and other retail complexes. Internet sites are generally branded shopDisney.
The Company creates, distributes and publishes a variety of products in multiple countries and languages based on the Company’s branded franchises. The products include children’s books, comic books, digital comics and ebooks, learning products and storytelling apps.
Competition and Seasonality
The Company’s theme parks and resorts as well as Disney Cruise Line and Disney Vacation Club compete with other forms of entertainment, lodging, tourism and recreational activities. The profitability of the leisure-time industry may be influenced by various factors that are not directly controllable, such as economic conditions including business cycle and exchange rate fluctuations, health concerns, the political environment, travel industry trends, amount of available leisure time, oil and transportation prices, weather patterns and natural disasters. The licensing and retail business competes with other licensors, retailers and publishers of character, brand and celebrity names, as well as other licensors, publishers and developers of game software, online video content, websites, other types of home entertainment and retailers of toys and kids merchandise.
All of the theme parks and the associated resort facilities are operated on a year-round basis. Typically, theme park attendance and resort occupancy fluctuate based on the seasonal nature of vacation travel and leisure activities, the opening of new guest offerings and pricing and promotional offers. Peak attendance and resort occupancy generally occur during the summer months when school vacations occur and during early winter and spring holiday periods. The licensing, retail and wholesale businesses are influenced by seasonal consumer purchasing behavior, which generally results in higher revenues during the Company’s first and fourth fiscal quarter, and by the timing and performance of theatrical and game releases and cable programming broadcasts.
INTELLECTUAL PROPERTY PROTECTION
The Company’s businesses throughout the world are affected by its ability to exploit and protect against infringement of its IP, including trademarks, trade names, copyrights, patents and trade secrets. Important IP includes rights in the content of motion pictures, television programs, electronic games, sound recordings, character likenesses, theme park attractions, books and magazines, and merchandise. Risks related to the protection and exploitation of IP rights are set forth in Item 1A – Risk Factors.
AVAILABLE INFORMATION
Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports are available without charge on our website, www.disney.com/investors, as soon as reasonably practicable after they are filed electronically with the U.S. Securities and Exchange Commission (SEC). We are providing the address to our internet site solely for the information of investors. We do not intend the address to be an active link or to otherwise incorporate the contents of the website into this report.
ITEM 1A. Risk Factors
For an enterprise as large and complex as the Company, a wide range of factors could materially affect future developments and performance. In addition to the factors affecting specific business operations identified in connection with the description of these operations and the financial results of these operations elsewhere in our filings with the SEC, the most significant factors affecting our business include the following:
BUSINESS, ECONOMIC, MARKET and OPERATING CONDITION RISKS
The adverse impact of COVID-19 on our businesses will continue for an unknown length of time and may continue to impact certain of our key sources of revenue.
Since early 2020, the world has been and continues to be impacted by COVID-19 and its variants. COVID-19 and measures to prevent its spread has impacted our segments in a number of ways, most significantly at the DPEP segment where our theme parks and resorts were closed and cruise ship sailings and guided tours were suspended. Most of our businesses have been closed, suspended or restricted consistent with government mandates or guidance. These operations resumed, generally at reduced capacity, at various points since May 2020. We experienced significant disruptions in the production and availability of content. Although film and television production generally resumed beginning in the fourth quarter of fiscal 2020, we continue to see disruption in production activities depending on local circumstances. Production delays and fewer theatrical releases have limited the availability of film content to be sold in distribution windows subsequent to the theatrical release. Theaters have been subject to capacity limitations and shifting government mandates or guidance regarding COVID-19 restrictions. Declines in linear viewership and consumption of our content (due to production delays or otherwise) result in decreased advertising revenue.
Sports content continues to be delayed or impacted by COVID-19 restrictions. Continued or increased unavailability of sports content is likely to exacerbate the impacts to our business. Other of our offerings will be exposed to additional financial impacts in the event of future significant unavailability of content. COVID-19 impacts could also hasten the erosion of historical sources of revenue at our Linear Networks businesses. We have experienced reduced numbers of reservations at our hotels and cruises. We have experienced increased returns and refunds and customer requests for payment deferrals.
Collectively, our impacted businesses have historically been the source of the majority of our revenue. Many of our businesses that are open are operating subject to restrictions and increased expenses. These and other impacts of COVID-19 on our businesses will continue for an unknown length of time. COVID-19 impacts that have subsided may again impact our businesses in the future and new impacts may emerge from COVID-19 developments or other pandemics. For example, some of our parks closed due to government mandates or guidance following their initial reopening.
Consumers may change their behavior and consumption patterns in response to the prolonged suspension of certain of our businesses, such as subscription to pay television packages (which experienced accelerated decline during some periods after the onset of COVID-19) or theater-going to watch movies. Certain of our customers, including individuals as well as businesses such as theatrical distributors, affiliates, licensees of rights to use our programming and IP, advertisers and others, have been negatively impacted by the economic downturn caused by COVID-19, which may continue to result in decreased purchases of our goods and services even after certain operations resume. Some industries in which our customers operate, such as theatrical distribution, retail and travel, could experience contraction, which could impact the profitability of our businesses going forward. Additionally, we have incurred and will continue to incur incremental costs to implement health and safety measures, reopen our parks and restart our halted projects and operations. As we have resumed production of content, including live sports events, we have incurred costs to implement health and safety measures and productions will generally take longer to complete.
Our mitigation efforts in response to the impacts of COVID-19 on our businesses have had, or may have, negative impacts. The Company (or our Board of Directors, as applicable) issued senior notes in March and May 2020, entered into an additional $5.0 billion credit facility in April 2020 (which has now been terminated), did not pay a dividend with respect to fiscal 2020 operations and has not declared nor paid a dividend with respect to fiscal 2021 operations; suspended certain capital projects; temporarily reduced certain discretionary expenditures (such as spending on marketing); temporarily reduced management compensation; temporarily eliminated Board of Director retainers and committee fees; furloughed over half of our employees; and reduced our employee population. Such mitigation measures have resulted in the delay or suspension of certain projects in which we have invested, particularly at our parks and resorts and studio operations. We may take additional mitigation actions in the future such as raising additional financing; not declaring future dividends (the Company has announced an intention not to declare further dividends until a return to a more normalized operating environment); reducing, or not making, certain payments, such as some contributions to our pension and postretirement medical plans; further suspending capital spending; reducing film and television content investments; or implementing additional furloughs or reductions in force or modifying our operating strategy. These and other of our mitigating actions may have an adverse impact on our businesses. Additionally, there are limitations on our ability to mitigate the adverse financial impact of COVID-19, including the fixed costs of our theme park business and the impact COVID-19 may have on capital markets and our cost of borrowing. Further, the benefit of certain mitigation efforts will not continue to be available going forward. For example, as our employees are returning from furlough, the cost reductions of the related furloughs are no longer available and we are incurring expenses to recall and hire employees.
Even our operations that were not suspended or that have resumed continue to be adversely impacted by government mandated restrictions (such as density limitations and travel restrictions and requirements); measures we voluntarily implement; measures we are contractually obligated to implement; the distancing practices and health concerns of consumers, talent and production workers; and logistical limitations. Upon reopening our parks and resorts businesses we have seen certain instances of lower demand. Geographic variation in government requirements and ongoing changes to restrictions have disrupted and could further disrupt our businesses, including our production operations. Our operations could be suspended, re-suspended or subjected to new or reinstated limitations by government action or otherwise in the future as a result of developments related to COVID-19, such as the current expansion of the delta variant or other variants. For example, both Hong Kong Disneyland Resort and Disneyland Paris have reopened and closed multiple times since the onset of COVID-19. Some of our employees who returned to work were later refurloughed. Our operations could be further negatively impacted and our reputation could be negatively impacted by a significant COVID-19 outbreak impacting our employees, customers or others interacting with our businesses, including our supply chain.
In fiscal year 2020, we operated at a net loss and in fiscal year 2021, our net income from continuing operations remained substantially below pre-pandemic levels. We have impaired goodwill and intangible assets at our International Channels businesses and written down the value of certain of our retail store assets. Certain of our other assets could also become impaired, including further impairments of goodwill and intangible assets; we have increased, and may further increase, allowances for credit losses; and there may be changes in judgments in determining the fair-value of assets; and estimates related to variable consideration may change due to increased returns, reduced usage of our products or services and decreased royalties. Our leverage ratios have increased as a result of COVID-19’s impact on our financial performance, which caused certain of the credit rating agencies to downgrade their assessment of our credit ratings, and are expected to remain elevated at least in the near term. Our debt ratings may be further downgraded, which may negatively impact our cost of borrowing. Due to reduced operating cash flow, we may utilize cash balances and/or future financings to fund a portion of our operations and investments in our businesses. Financial risks may be exacerbated by a number of factors, including the timing of customer deposit refunds and liquidity issues among our key customers, particularly advertisers, television affiliates, theatrical exhibitors
and distributors, and licensees. These factors have impacted timely payments by such customers to the Company. Additionally, loss of or delay in the collection of receivables as a result of contractual performance short falls, meeting our contractual payment obligations, and investments we need to make in our business may result in increased financial risk. The Company has $12.5 billion in trade accounts receivable outstanding at October 2, 2021, with an allowance for credit losses of $0.2 billion. Our estimates and judgments with respect to the collectability of our receivables are subject to greater uncertainty due to the impacts of COVID-19. Economic or political conditions in a country outside the U.S. could also reduce our ability to hedge exposure to currency fluctuations in the country or our ability to repatriate revenue from the country.
The impacts of COVID-19 to our business have generally amplified, or reduced our ability to mitigate, the other risks discussed in our filings with the SEC and our remediation efforts may not be successful.
COVID-19 also makes it more challenging for management to estimate future performance of our businesses. COVID-19 has already adversely impacted our businesses and net cash flow, and we expect the ultimate magnitude of these disruptions on our financial and operational results will be dictated by the length of time that such disruptions continue which will, in turn, depend on the currently unknowable duration and severity of the impacts of COVID-19, and among other things, the impact and duration of governmental actions imposed in response to COVID-19 and individuals’ and companies’ risk tolerance regarding health matters going forward. Where actual performance in our international markets significantly underperforms management’s forecasts, the Company has had, and could have further, foreign currency hedge gains/losses which are not offset by the realization of exposures, resulting in excess hedge gains or losses. While we cannot be certain as to the duration of the impacts of COVID-19, we expect impacts of COVID-19 to continue to affect our financial results in fiscal 2022.
Changes in U.S., global, and regional economic conditions are expected to have an adverse effect on the profitability of our businesses.
A decline in economic activity, such as recession or economic downturn, in the U.S. and other regions of the world in which we do business can adversely affect demand for any of our businesses, thus reducing our revenue and earnings. Global economic activity has declined as a result of the impacts of COVID-19. Past declines in economic conditions reduced spending at our parks and resorts, purchases of and prices for advertising on our broadcast and cable networks and owned stations, performance of our home entertainment releases, and purchases of Company-branded consumer products, and similar impacts can be expected should such conditions recur. The current decline in economic conditions could also reduce attendance at our parks and resorts, prices that MVPDs pay for our cable programming or subscription levels for our cable programming or direct-to-consumer products. Economic conditions can also impair the ability of those with whom we do business to satisfy their obligations to us. In addition, an increase in price levels generally, or in price levels in a particular sector such as the energy sector (such as current inflation related to domestic and global supply chain issues, which has led to both overall price increases and pronounced price increases in certain sectors), could result in a shift in consumer demand away from the entertainment and consumer products we offer, which could also adversely affect our revenues and, at the same time, increase our costs. A decline in economic conditions could impact implementation of our expansion plans. Changes in exchange rates for foreign currencies may reduce international demand for our products or increase our labor or supply costs in non-U.S. markets, or reduce the U.S. dollar value of revenue we receive and expect to receive from other markets. Economic or political conditions in a country could also reduce our ability to hedge exposure to currency fluctuations in the country or our ability to repatriate revenue from the country. Broader supply chain delays, such as those currently impacting global distribution may impact our ability to sell and deliver goods or otherwise disrupt our operations.
Changes in technology and in consumer consumption patterns may affect demand for our entertainment products, the revenue we can generate from these products or the cost of producing or distributing products.
The media entertainment and internet businesses in which we participate increasingly depend on our ability to successfully adapt to shifting patterns of content consumption through the adoption and exploitation of new technologies. New technologies affect the demand for our products, the manner in which our products are distributed to consumers, ways we charge for and receive revenue for our entertainment products and the stability of those revenue streams, the sources and nature of competing content offerings, the time and manner in which consumers acquire and view some of our entertainment products and the options available to advertisers for reaching their desired audiences. This trend has impacted the business model for certain traditional forms of distribution, as evidenced by the industry-wide decline in ratings for broadcast television, the reduction in demand for home entertainment sales of theatrical content, the development of alternative distribution channels for broadcast and cable programming and declines in subscriber levels for traditional cable channels, including for a number of our networks. Declines in linear viewership have resulted in decreased advertising revenue. In order to respond to these developments, we regularly consider, and from time to time implement changes to our business models, most recently by developing, investing in and acquiring DTC products and reorganizing our media and entertainment businesses to accelerate our DTC strategies. There can be no assurance that our DTC offerings and other efforts will successfully respond to these changes. We expect to forgo revenue from traditional sources, particularly as we expand our DTC offerings. There can be no assurance that the DTC model and other business models we may develop will ultimately be as profitable as our existing or historic business models.
Misalignment with public and consumer tastes and preferences for entertainment, travel and consumer products could negatively impact demand for our entertainment offerings and products and adversely affect the profitability of any of our businesses.
Our businesses create entertainment, travel and consumer products whose success depends substantially on consumer tastes and preferences that change in often unpredictable ways. The success of our businesses depends on our ability to consistently create content, which may be distributed, among other ways, through broadcast, cable, internet or cellular technology, theme park attractions, hotels and other resort facilities and travel experiences and consumer products. Such distribution must meet the changing preferences of the broad consumer market and respond to competition from an expanding array of choices facilitated by technological developments in the delivery of content. The success of our theme parks, resorts, cruise ships and experiences, as well as our theatrical releases, depends on demand for public or out-of-home entertainment experiences. COVID-19 may impact consumer tastes and preferences. Many of our businesses increasingly depend on acceptance of our offerings and products by consumers outside the U.S., and their success therefore depends on our ability to successfully predict and adapt to changing consumer tastes and preferences outside as well as inside the U.S. Moreover, we must often invest substantial amounts in content production and acquisition, acquisition of sports rights, theme park attractions, cruise ships or hotels and other facilities or customer facing platforms before we know the extent to which these products will earn consumer acceptance. The impacts of COVID-19 are inhibiting and delaying our ability to earn returns on some of these and other investments. If our entertainment offerings and products (including our content offerings, which have been impacted by COVID-19) as well as our methods to make our offerings and products available to consumers, do not achieve sufficient consumer acceptance, our revenue may decline, decline further or fail to grow to the extent we anticipate when making investment decisions and thereby further adversely affect the profitability of one or more of our businesses. Consumer tastes and preferences impact, among other items, revenue from advertising sales (which are based in part on ratings for the programs in which advertisements air), affiliate fees, subscription fees, theatrical film receipts, the license of rights to other distributors, theme park admissions, hotel room charges and merchandise, food and beverage sales, sales of licensed consumer products or sales of our other consumer products and services.
The success of our businesses is highly dependent on the existence and maintenance of intellectual property rights in the entertainment products and services we create.
The value to us of our IP is dependent on the scope and duration of our rights as defined by applicable laws in the U.S. and abroad and the manner in which those laws are construed. If those laws are drafted or interpreted in ways that limit the extent or duration of our rights, or if existing laws are changed, our ability to generate revenue from our IP may decrease, or the cost of obtaining and maintaining rights may increase.
The unauthorized use of our IP may increase the cost of protecting rights in our IP or reduce our revenues. The convergence of computing, communication and entertainment devices, increased broadband internet speed and penetration, increased availability and speed of mobile data transmission and increasingly sophisticated attempts to obtain unauthorized access to data systems have made the unauthorized digital copying and distribution of our films, television productions and other creative works easier and faster and protection and enforcement of IP rights more challenging. The unauthorized distribution and access to entertainment content generally continues to be a significant challenge for IP rights holders. Inadequate laws or weak enforcement mechanisms to protect entertainment industry IP in one country can adversely affect the results of the Company’s operations worldwide, despite the Company’s efforts to protect its IP rights. COVID-19 and distribution innovation in response to COVID-19 has increased opportunities to access content in unauthorized ways. Additionally, negative economic conditions coupled with a shift in government priorities could lead to less enforcement. These developments require us to devote substantial resources to protecting our IP against unlicensed use and present the risk of increased losses of revenue as a result of unlicensed distribution of our content and other commercial misuses of our IP.
With respect to IP developed by the Company and rights acquired by the Company from others, the Company is subject to the risk of challenges to our copyright, trademark and patent rights by third parties. Successful challenges to our rights in IP may result in increased costs for obtaining rights or the loss of the opportunity to earn revenue from or utilize the IP that is the subject of challenged rights. From time to time, the Company has been notified that it may be infringing certain IP rights of third parties. Technological changes in industries in which the Company operates and extensive patent coverage in those areas may increase the risk of such claims being brought and prevailing.
Protection of electronically stored data and other cybersecurity is costly, and if our data or systems are materially compromised in spite of this protection, we may incur additional costs, lost opportunities, damage to our reputation, disruption of service or theft of our assets.
We maintain information necessary to conduct our business, including confidential and proprietary information as well as personal information regarding our customers and employees, in digital form. We also use computer systems to deliver our products and services and operate our businesses. Data maintained in digital form is subject to the risk of unauthorized access, modification, exfiltration, destruction or denial of access and our computer systems are subject to cyberattacks that may result in disruptions in service. We use many third party systems and software, which are also subject to supply chain and other
cyberattacks. We develop and maintain an information security program to identify and mitigate cyber risks but the development and maintenance of this program is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated. Accordingly, despite our efforts, the risk of unauthorized access, modification, exfiltration, destruction or denial of access with respect to data or systems and other cybersecurity attacks cannot be eliminated entirely, and the risks associated with a potentially material incident remain. In addition, we provide some confidential, proprietary and personal information to third parties in certain cases when it is necessary to pursue business objectives. While we obtain assurances that these third parties will protect this information and, where we believe appropriate, monitor the protections employed by these third parties, there is a risk the confidentiality of data held by third parties may be compromised.
If our information or cyber security systems or data are compromised in a material way, our ability to conduct our business may be impaired, we may lose profitable opportunities or the value of those opportunities may be diminished and, as described above, we may lose revenue as a result of unlicensed use of our intellectual property. If personal information of our customers or employees is misappropriated, our reputation with our customers and employees may be damaged resulting in loss of business or morale, and we may incur costs to remediate possible harm to our customers and employees or damages arising from litigation and/or to pay fines or take other action with respect to judicial or regulatory actions arising out of the incident. Insurance we obtain may not cover losses or damages associated with such attacks or events. Our systems and the systems of third parties with whom we engage are continually attacked.
A variety of uncontrollable events may reduce demand for or consumption of our products and services, impair our ability to provide our products and services or increase the cost or reduce the profitability of providing our products and services.
Demand for and consumption of our products and services, particularly our theme parks and resorts, is highly dependent on the general environment for travel and tourism. The environment for travel and tourism, as well as demand for and consumption of other entertainment products, can be significantly adversely affected in the U.S., globally or in specific regions as a result of a variety of factors beyond our control, including: health concerns (including as it has been by COVID-19 and could be by future pandemics); adverse weather conditions arising from short-term weather patterns or long-term climate change, catastrophic events or natural disasters (such as excessive heat or rain, hurricanes, typhoons, floods, tsunamis and earthquakes); international, political or military developments (including social unrest); a decline in economic activity; and terrorist attacks. These events and others, such as fluctuations in travel and energy costs and computer virus attacks, intrusions or other widespread computing or telecommunications failures, may also damage our ability to provide our products and services or to obtain insurance coverage with respect to some of these events. An incident that affected our property directly would have a direct impact on our ability to provide goods and services and could have an extended effect of discouraging consumers from attending our facilities. Moreover, the costs of protecting against such incidents, including the costs of protecting against the spread of COVID-19, reduces the profitability of our operations.
For example, COVID-19 and measures to prevent the spread of COVID-19 are currently impairing our ability to provide our products and services and reducing consumption of those products and services. Further, prior to COVID-19, events in Hong Kong impacted profitability of our Hong Kong operations and may continue to do so, and past hurricanes have impacted the profitability of Walt Disney World Resort in Florida and future hurricanes may also do so.
The negative economic consequences of COVID-19 may be particularly challenging in markets where individuals and local businesses have limited access to government supported “safety nets,” which could lead to political instability and unrest, and further depress demand for our products and services over a longer timeframe.
In addition, we derive affiliate fees and royalties from the distribution of our programming, sales of our licensed goods and services by third parties, and the management of businesses operated under brands licensed from the Company, and we are therefore dependent on the successes of those third parties for that portion of our revenue. A wide variety of factors could influence the success of those third parties and if negative factors significantly impacted a sufficient number of those third parties, the profitability of one or more of our businesses could be adversely affected. In specific geographic markets, we have experienced delayed and/or partial payments from certain affiliate partners due to liquidity issues.
We obtain insurance against the risk of losses relating to some of these events, generally including physical damage to our property and resulting business interruption, certain injuries occurring on our property and some liabilities for alleged breach of legal responsibilities. When insurance is obtained it is subject to deductibles, exclusions, terms, conditions and limits of liability. The types and levels of coverage we obtain vary from time to time depending on our view of the likelihood of specific types and levels of loss in relation to the cost of obtaining coverage for such types and levels of loss and we may experience material losses not covered by our insurance. For example, most losses related to impacts of COVID-19 will not be covered by insurance available to us.
Changes in our business strategy or restructuring of our businesses may increase our costs or otherwise affect the profitability of our businesses or the value of our assets.
As changes in our business environment occur we have adjusted, and may further adjust our business strategies to meet these changes and we may otherwise decide to further restructure our operations or particular businesses or assets. For example, in October 2020 we announced a reorganization of our media and entertainment businesses to accelerate our DTC strategies. In March 2021 we announced the closure of a substantial number of our Disney-branded retail stores; and we have announced exploration of a number of new types of businesses. Our new organization and strategies may not produce the anticipated benefits, such as supporting our growth strategies and enhancing shareholder value. Our new organization and strategies could be less successful than our previous organizational structure and strategies. In addition, external events including changing technology, changing consumer purchasing patterns, acceptance of our theatrical and other content offerings and changes in macroeconomic conditions may impair the value of our assets. When these changes or events occur, we may incur costs to change our business strategy and may need to write-down the value of assets. For example, current conditions, including COVID-19 and our business decisions, have reduced the value of some of our assets. We have impaired goodwill and intangible assets at our International Channels businesses and impaired the value of certain of our retail store assets. We may write-down other assets as our strategy evolves to account for the current business environment. We also make investments in existing or new businesses, including investments in international expansion of our business and in new business lines. In recent years, such investments have included expansion and renovation of certain of our theme parks, expansion of our fleet of cruise ships, the acquisition of TFCF and investments related to DTC offerings. Some of these investments have returns that are negative or low, the ultimate business prospects of the businesses related to these investments are uncertain, these investments may impact the profitability of our other businesses, and these risks are exacerbated by COVID-19. In any of these events, our costs may increase, we may have significant charges associated with the write-down of assets or returns on new investments may be lower than prior to the change in strategy or restructuring. Even if our strategies are effective in the long term, growth of our new offerings is unlikely to be even quarter over quarter and we may not expand into new markets as or when anticipated. Our ability to forecast for new businesses may be impacted by our lack of experience operating in those new businesses, volatility beyond our control (such as the events beyond our control noted above) and our ability to obtain or develop the content and rights on which our projections are based. Accordingly, we may not achieve our forecasted outcomes.
Increased competitive pressures may reduce our revenues or increase our costs.
We face substantial competition in each of our businesses from alternative providers of the products and services we offer and from other forms of entertainment, lodging, tourism and recreational activities. This includes, among other types, competition for human resources, content and other resources we require in operating our business. For example:
•Our programming and production operations compete to obtain creative, performing and business talent, sports and other programming, story properties, advertiser support and market share with other studio operators, television networks, SVOD providers and other new sources of broadband delivered content.
•Our television networks and stations and DTC offerings compete for the sale of advertising time with other television and SVOD services, as well as with newspapers, magazines, billboards and radio stations. In addition, we increasingly face competition for advertising sales from internet and mobile delivered content, which offer advertising delivery technologies that are more targeted than can be achieved through traditional means.
•Our television networks compete for carriage of their programming with other programming providers.
•Our theme parks and resorts compete for guests with all other forms of entertainment, lodging, tourism and recreation activities.
•Our content sales/licensing operations compete for customers with all other forms of entertainment.
•Our consumer products business competes with other licensors and creators of IP.
•Our DTC businesses compete for customers with an increasing number of competitors’ DTC offerings, all other forms of media and all other forms of entertainment, as well as for technology, creative, performing and business talent and for content.
Competition in each of these areas may increase as a result of technological developments and changes in market structure, including consolidation of suppliers of resources and distribution channels. Increased competition may divert consumers from our creative or other products, or to other products or other forms of entertainment, which could reduce our revenue or increase our marketing costs.
Competition for the acquisition of resources can increase the cost of producing our products and services, deprive us of talent necessary to produce high quality creative material or increase the cost of compensation for our employees. Such competition may also reduce, or limit growth in, prices for our products and services, including advertising rates and subscription fees at our media networks, parks and resorts admissions and room rates, prices for consumer products from which we derive license revenues, and fees for our DTC offerings.
Our results may be adversely affected if long-term programming or carriage contracts are not renewed on sufficiently favorable terms.
We enter into long-term contracts for both the acquisition and the distribution of media programming and products, including contracts for the acquisition of programming rights for sporting events and other programs, and contracts for the distribution of our programming to content distributors. As these contracts expire, we must renew or renegotiate the contracts, and if we are unable to renew them on acceptable terms, we may lose programming rights or distribution rights. Even if these contracts are renewed, the cost of obtaining programming rights may increase (or increase at faster rates than our historical experience) or programming distributors, facing pressures resulting from increased subscription fees and alternative distribution challenges, may demand terms (including pricing and the breadth of distribution) that reduce our revenue from distribution of programs (or increase revenue at slower rates than our historical experience). Moreover, our ability to renew these contracts on favorable terms may be affected by consolidation in the market for program distribution, the entrance of new participants in the market for distribution of content on digital platforms and the impacts of COVID-19. With respect to the acquisition of programming rights, particularly sports programming rights, the impact of these long-term contracts on our results over the term of the contracts depends on a number of factors, including the strength of advertising markets, subscription levels and rates for programming, effectiveness of marketing efforts and the size of viewer audiences. There can be no assurance that revenues from programming based on these rights will exceed the cost of the rights plus the other costs of producing and distributing the programming.
Changes in regulations applicable to our businesses may impair the profitability of our businesses.
Our broadcast networks and television stations are highly regulated, and each of our other businesses is subject to a variety of U.S. and overseas regulations. Some of these regulations include:
•U.S. FCC regulation of our television and radio networks, our national programming networks and our owned television stations. See Item 1 — Business — Disney Media and Entertainment Distribution, Federal Regulation.
•Federal, state and foreign privacy and data protection laws and regulations.
•Regulation of the safety and supply chain of consumer products and theme park operations, including potential regulation regarding the sourcing, importation and the sale of goods.
•Environmental protection regulations.
•Imposition by foreign countries of trade restrictions, restrictions on the manner in which content is currently licensed and distributed, ownership restrictions, currency exchange controls or film or television content requirements, investment obligations or quotas.
•Domestic and international labor laws, tax laws or currency controls.
Changes in any of these regulations or regulator activities in any of these areas, or others, may require us to spend additional amounts to comply with the regulations, or may restrict our ability to offer products and services in ways that are profitable. For example, in January 2019 India implemented regulation and tariffs impacting certain bundling of channels; U.S. agencies have enhanced trade restrictions and legislation is currently under consideration that would prohibit importation of goods from certain regions; and in many countries/regions around the world (including but not limited to the EU) regulators are requiring us to broadcast on our linear (or display on our DTC streaming services) programming produced in specific countries as well as invest specified amounts of our revenues in local content productions.
Public health and other regional, national, state and local regulations and policies are impacting our ability to operate our businesses at all or in accordance with historic practice. In addition to the government requirements that have closed or impacted most of our businesses as a result of COVID-19, government requirements may continue to be extended and new government requirements may be imposed.
Our operations outside the U.S. may be adversely affected by the operation of laws in those jurisdictions.
Our operations in non-U.S. jurisdictions are in many cases subject to the laws of the jurisdictions in which they operate rather than U.S. law. Laws in some jurisdictions differ in significant respects from those in the U.S. These differences can affect our ability to react to changes in our business, and our rights or ability to enforce rights may be different than would be expected under U.S. law. Moreover, enforcement of laws in some overseas jurisdictions can be inconsistent and unpredictable, which can affect both our ability to enforce our rights and to undertake activities that we believe are beneficial to our business. In addition, the business and political climate in some jurisdictions may encourage corruption, which could reduce our ability to compete successfully in those jurisdictions while remaining in compliance with local laws or U.S. anti-corruption laws applicable to our businesses. As a result, our ability to generate revenue and our expenses in non-U.S. jurisdictions may differ from what would be expected if U.S. law governed these operations.
Damage to our reputation or brands may negatively impact our Company across businesses and regions.
Our reputation and globally recognizable brands are integral to the success of our businesses. Because our brands engage consumers across our businesses, damage to our reputation or brands in one business may have an impact on our other
businesses. Because some of our brands are globally recognized, brand damage may not be locally contained. Maintenance of the reputation of our Company and brands depends on many factors including the quality of our offerings, maintenance of trust with our customers and our ability to successfully innovate. Significant negative claims or publicity regarding the Company or its operations, products, management, employees, practices, business partners, business decisions, social responsibility and culture may damage our brands or reputation, even if such claims are untrue. Damage to our reputation or brands could impact our sales, business opportunities, profitability, recruiting and valuation of our securities.
Risks that impact our business as a whole may also impact the success of our DTC business.
We may not successfully execute on our DTC strategy. An increasing number of competitors have entered DTC businesses. Consumers may not be willing to pay for an expanding set of DTC streaming services, potentially exacerbated by an economic downturn. We face competition for creative talent and may not be successful in recruiting and retaining talent. Government regulation, including revised foreign content and ownership regulations, may impact the implementation of our DTC business plans. The highly competitive environment in which we operate puts pricing pressure on our DTC offerings and may require us to lower our prices or not take price increases to attract or retain customers. These and other risks may impact the profitability and success of our DTC businesses.
Potential credit ratings actions, increases in interest rates, or volatility in the U.S. and global financial markets could impede access to, or increase the cost of, financing our operations and investments.
Our borrowing costs have been, and can be affected by short- and long-term debt ratings assigned by independent ratings agencies that are based, in part, on the Company’s performance as measured by credit metrics such as leverage and interest coverage ratios. As a result of COVID-19, Standard and Poor’s downgraded our long-term debt ratings by two notches to BBB+ and downgraded our short-term debt ratings by one notch to A-2. Fitch downgraded our long- and short-term credit ratings by one notch to A- and F2, respectively. As of October 2, 2021 Moody’s Investors Service’s long- and short-term debt ratings for the Company were A2 and P-1 (Stable), respectively, Standard and Poor’s long- and short-term debt ratings for the Company were BBB+ and A-2 (Stable), respectively, and Fitch’s long- and short-term debt ratings for the Company were A- and F2 (Stable), respectively. These ratings actions have increased, and any potential future downgrades could further increase, our cost of borrowing and/or make it more difficult for us to obtain financing.
In addition, increases in interest rates or volatility in U.S. and global financial markets could impact our access to, or increase the cost of, financing. Past disruptions in the U.S. and global credit and equity markets made it more difficult for many businesses to obtain financing on acceptable terms. These conditions tended to increase the cost of borrowing and if they recur, our cost of borrowing could increase and it may be more difficult to obtain financing for our operations or investments.
Labor disputes may disrupt our operations and adversely affect the profitability of any of our businesses.
A significant number of employees in various parts of our businesses are covered by collective bargaining agreements, including employees of our theme parks and resorts as well as writers, directors, actors, production personnel and others employed at DMED. In addition, the employees of licensees who manufacture and retailers who sell our consumer products, and employees of providers of programming content (such as sports leagues) may be covered by labor agreements with their employers. In general, a labor dispute involving our employees or the employees of our licensees or retailers who sell our consumer products or providers of programming content may disrupt our operations and reduce our revenues. Resolution of disputes or negotiation of rate increases may increase our costs.
The seasonality of certain of our businesses and timing of certain of our product offerings could exacerbate negative impacts on our operations.
Each of our businesses is normally subject to seasonal variations and variations in connection with the timing of our product offerings, including as follows:
•Revenues in our DPEP segment fluctuate with changes in theme park attendance and resort occupancy resulting from the seasonal nature of vacation travel and leisure activities and seasonal consumer purchasing behavior, which generally results in increased revenues during the Company’s first and fourth fiscal quarters. Peak attendance and resort occupancy generally occur during the summer months when school vacations occur and during early winter and spring holiday periods. Our parks, resorts and experiences are or may be operating at diminished capacity or have been or may be closed during these periods as a result of COVID-19. In addition, licensing revenues fluctuate with the timing and performance of our theatrical releases and cable programming broadcasts, many of which have been delayed, canceled or modified.
•Revenues from television networks and stations are subject to seasonal advertising patterns and changes in viewership levels. In general, advertising revenues are somewhat higher during the fall and somewhat lower during the summer months.
•Revenues from content sales/licensing fluctuate due to the timing of content releases across various distribution markets. Release dates and methods are determined by a number of factors, including, among others, competition, the timing of vacation and holiday periods and impacts of COVID-19 to various distribution markets.
•DTC revenues fluctuate based on changes in the number of subscribers and subscriber fee or revenue mix; viewership levels on our digital platforms; and the demand for sports and film and television content. Each of these may depend on the availability of content, which varies from time to time throughout the year based on, among other things, sports seasons, content production schedules and league shut downs. Because our DTC business is relatively new, we have limited data on which to base our understanding of DTC seasonality.
Accordingly, negative impacts on our business occurring during a time of typical high seasonal demand could have a disproportionate effect on the results of that business for the year. Examples include the ongoing impact of COVID-19 on various high seasons or hurricane damage to our parks during the summer travel season.
Sustained increases in costs of pension and postretirement medical and other employee health and welfare benefits may reduce our profitability.
With approximately 190,000 employees, our profitability is substantially affected by costs of pension and current and postretirement medical benefits. We may experience significant increases in these costs as a result of macroeconomic factors, which are beyond our control, including increases in the cost of health care. Impacts of COVID-19 may lead to an increase in the cost of medical insurance and expenses. In addition, changes in investment returns and discount rates used to calculate pension and postretirement medical expense and related assets and liabilities can be volatile and may have an unfavorable impact on our costs in some years. These macroeconomic factors as well as a decline in the fair value of pension and postretirement medical plan assets may put upward pressure on the cost of providing pension and postretirement medical benefits and may increase future funding requirements. There can be no assurance that we will succeed in limiting cost increases, and continued upward pressure could reduce the profitability of our businesses.
The alteration or discontinuation of LIBOR may adversely affect our borrowing costs.
Certain of our interest rate derivatives and a portion of our indebtedness bear interest at variable interest rates, primarily based on LIBOR, which may be subject to regulatory guidance and/or reform that could cause interest rates under our current or future debt agreements to perform differently than in the past or cause other unanticipated consequences. In July 2017, the Chief Executive of the U.K. Financial Conduct Authority (the “FCA”), which regulates LIBOR, announced that the FCA will no longer persuade or compel banks to submit rates for the calculation of LIBOR after 2021. However, on November 30, 2020, ICE Benchmark Administration (“IBA”), indicated that it would consult on its intention to cease publication of most USD LIBOR tenors beyond June 30, 2023. On March 5, 2021, IBA confirmed it would cease publication of Overnight, 1, 3, 6 and 12 Month USD LIBOR settings immediately following the LIBOR publication on June 30, 2023. IBA also intends to cease publishing 1 Week and 2 Month USD LIBOR settings immediately following the LIBOR publication on December 31, 2021. The Alternative Reference Rates Committee (ARCC), which was convened by the Federal Reserve Board and the New York Fed, has identified the Secured Overnight Financing Rate (SOFR) as the recommended risk-free alternative rate for USD LIBOR. The extended cessation date for most USD LIBOR tenors will allow for more time for existing legacy USD LIBOR contracts to mature and provide additional time to continue to prepare for the transition from LIBOR. At this time, it is not possible to predict the effect any discontinuance, modification or other reforms to LIBOR, or the establishment of alternative reference rates such as SOFR, or any other reference rate, will have on the Company or its borrowing costs.
ACQUISITION RISKS
Our consolidated indebtedness increased substantially following completion of the TFCF acquisition and further increased as a result of the impacts of COVID-19. This increased level of indebtedness could adversely affect us, including by decreasing our business flexibility.
As a result of the TFCF acquisition in fiscal 2019, the Company’s net indebtedness increased substantially. The increased indebtedness could have the effect of, among other things, reducing our financial flexibility and reducing our flexibility to respond to changing business and economic conditions, such as those presented by COVID-19, among others. Increased levels of indebtedness could also reduce funds available for capital expenditures, share repurchases and dividends, and other activities and may create competitive disadvantages for us relative to other companies with lower debt levels. The Company has announced an intention not to declare further dividends until a return to a more normalized operating environment. Our leverage ratios have increased as the result of COVID-19’s impact on financial performance, which caused certain of the credit ratings agencies to downgrade their assessment of our credit ratings, and are expected to remain elevated at least in the near term. Our debt ratings may be further downgraded, which may negatively impact our cost of borrowings.
Consummation of the TFCF acquisition has increased our exposure to the risks of operating internationally.
We are a diversified entertainment company that offers entertainment, travel and consumer products worldwide. Although many of our businesses increasingly depend on acceptance of our offerings and products by consumers outside of the U.S., the combination with TFCF has increased the importance of international operations to our future operations, growth and prospects.
Our risks of operating internationally have increased following the completion of the TFCF acquisition and as a result of COVID-19.
The TFCF acquisition and integration and Hulu put/call may result in additional costs and expenses.
We have incurred and may continue to incur significant costs, expenses and fees for professional services and other transaction and financing costs in connection with the TFCF acquisition and integration and the Hulu put/call agreement with NBCU. We may also incur accounting and other costs that were not anticipated at the time of the TFCF acquisition, including costs for which we have established reserves or which may lead to reserves in the future. Such costs could negatively impact the Company’s free cash flow.
GENERAL RISKS
The Company’s amended and restated bylaws provide to the fullest extent permitted by law that the Court of Chancery of the State of Delaware will be the exclusive forum for certain legal actions between the Company and its stockholders, which could increase costs to bring a claim, discourage claims or limit the ability of the Company’s stockholders to bring a claim in a judicial forum viewed by the stockholders as more favorable for disputes with the Company or the Company’s directors, officers or other employees.
The Company’s amended and restated bylaws provide to the fullest extent permitted by law that unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any (i) derivative action or proceeding brought on behalf of the Company, (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or stockholder of the Company to the Company or the Company’s stockholders, (iii) any action or proceeding asserting a claim arising pursuant to, or seeking to enforce any right, obligation or remedy under, any provision of the General Corporation Law of the State of Delaware (the “DGCL”), the Certificate of Incorporation or these Bylaws (as each may be amended from time to time), (iv) any action or proceeding as to which the General Corporation Law of the State of Delaware confers jurisdiction on the Court of Chancery of the State of Delaware, (v) or any action or proceeding asserting a claim governed by the internal affairs doctrine. The choice of forum provision may increase costs to bring a claim, discourage claims or limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or the Company’s directors, officers or other employees, which may discourage such lawsuits against the Company or the Company’s directors, officers and other employees. Alternatively, if a court were to find the choice of forum provision contained in the Company’s amended and restated bylaws to be inapplicable or unenforceable in an action, the Company may incur additional costs associated with resolving such action in other jurisdictions. The exclusive forum provision in the Company’s amended and restated bylaws will not preclude or contract the scope of exclusive federal or concurrent jurisdiction for actions brought under the federal securities laws including the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, or the respective rules and regulations promulgated thereunder.
ITEM 1B. Unresolved Staff Comments
The Company has received no written comments regarding its periodic or current reports from the staff of the SEC that were issued 180 days or more preceding the end of fiscal 2021 and that remain unresolved.
ITEM 2. Properties
Our parks and resorts locations and other properties of the Company and its subsidiaries are described in Item 1 under the caption Disney Parks, Experiences and Products. Film and television library properties and television stations owned by the Company are described in Item 1 under the caption Disney Media and Entertainment Distribution.
The Company and its subsidiaries own and lease properties throughout the world. In addition to the properties noted above, the table below provides a brief description of other significant properties and the related business segment. | | | | | | | | | | | | | | | | | | | | |
Location | Mary T. Barra | Property /
Approximate Size | | Use | | Business Segment |
Burbank, CA & surrounding cities(1)
| | Land (201 acres) & Buildings (4,695,000 ft2)
| | Owned Office/Production/Warehouse (includes 240,000 ft2 sublet to third-party tenants)
| | Corporate/DMED/DPEP |
| | | |
Burbank, CA & surrounding cities(1)
| | Buildings (1,806,000 ft2)
| | Leased Office/Warehouse | | Corporate/DMED/DPEP |
| | | |
Los Angeles, CA | | Land (22 acres) & Buildings (600,000 ft2)
| | Owned Office/Production/Technical | | Corporate/DMED |
| | | |
Los Angeles, CA | | Buildings (2,267,000 ft2)
| | Leased Office/Production/Technical/Theater (includes 118,000 ft2 sublet to third-party tenants)
| | Corporate/DMED/DPEP |
| | | |
New York, NY | | Buildings (51,000 ft2)
| | Owned Office/Production/Technical | | Corporate/DMED |
| | | |
New York, NY | | Land (2 acres) & Buildings (2,716,000 ft2)
| | Leased Office/Production/Theater/Warehouse (includes 676,000 ft2 sublet to third-party tenants)
| | Corporate/DMED/DPEP |
| | | |
Bristol, CT | | Land (117 acres) & Buildings (1,174,000 ft2)
| | Owned Office/Production/Technical | | DMED |
| | | |
Bristol, CT | | Buildings (512,000 ft2)
| | Leased Office/Warehouse/Technical | | DMED |
| | | |
Emeryville, CA | | Land (20 acres) & Buildings (430,000 ft2)
| | Owned Office/Production/Technical | | DMED |
| | | |
Emeryville, CA | | Buildings (80,000 ft2)
| | Leased Office/Storage | | DMED |
| | | |
San Francisco, CA | | Buildings (642,000 ft2)
| | Leased Office/Production/Technical/Theater (includes 47,000 ft2 sublet to third-party tenants)
| | Corporate/DMEDCHAIR AND CHIEF EXECUTIVE OFFICER, GENERAL MOTORS COMPANY |
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| USAAge: 62
Director since: 2017 Committees: Compensation | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •Ms. Barra has deep experience in strategy, innovation and brand evolution through her role in driving General Motors’ transformation to electric vehicles by prioritizing strategic investments in connectivity and electrification driving technologies, which provides an important perspective on the Board throughout the Company’s own strategic progression and embracing of technological change and shifts in consumer sentiment •As Chief Executive Officer of General Motors, she provides invaluable insight on large-scale cost rationalization, organizational restructuring and maintaining strong brand leadership •She brings meaningful experience in human capital management and executive compensation-related matters in her role on the Company’s Compensation Committee, where she focuses on aligning incentive structures with shareholder value creation and execution of long-term strategic priorities Other Key Skill Sets •Overseeing and managing diverse and inclusive executive teams and a sizeable global workforce, with an emphasis on development and marketing of technology-based consumer-facing products through her various executive roles at General Motors •Governance and public policy thought leadership, understanding of worldwide consumer markets and risks facing large public companies with complex retail operations through her previous role as chair of the Business Roundtable | |
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| | | Employment Experience: | |
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| | | 2016–Present | Chair and Chief Executive Officer, General Motors Company (an automotive manufacturing company) | |
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| | | 2014–2016 | Chief Executive Officer, General Motors Company | |
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| | | 2013–2014 | Executive Vice President, Global Product Development, Purchasing and Supply Chain, General Motors Company | |
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| | | 2011–2013 | Senior Vice President, Global Product Development, General Motors Company | |
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| | | 2009–2011 | Vice President, Global Human Resources, General Motors Company | |
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| | | 2008–2009 | Vice President, Global Manufacturing Engineering, General Motors Company | |
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| | | Other Public Company Directorships: General Motors Company (2014–Present) | |
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| Safra A. Catz | | | | | |
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| CHIEF EXECUTIVE OFFICER, ORACLE CORPORATION | |
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| Age: 62 Director since: 2018 Committees: Audit | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •Through Ms. Catz’s position as Chief Executive Officer and formerly Chief Financial Officer of Oracle Corporation, she provides invaluable insight to both the leadership team and fellow Board members on long-term strategic planning and execution and large-scale cost rationalization and organizational structure evaluation •Ms. Catz oversaw the successful acquisition and integration of companies at Oracle and led the company through a period of tremendous growth and innovation, a key skill set to contribute to the Board throughout Disney’s prior acquisition strategies and future development •Ms. Catz’s executive leadership roles at Oracle also allow her to offer impactful guidance to the Board and leadership team on the rapidly changing technological landscape that affects our businesses •Her experience leading the financial function of a complex, global technology company strengthens her role on the Audit Committee through the extensive financial and accounting and risk management expertise she brings to the Board and committee Other Key Skill Sets •Cybersecurity and artificial intelligence oversight, including the protection of electronically stored data from her executive roles at Oracle and through her experience reviewing advances in artificial intelligence as a commissioner of the National Security Commission on Artificial Intelligence •Brand management and governance thought leadership developed through the oversight of the strategic direction of Oracle | |
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| | | | Employment Experience: | |
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| | | | 2014–Present | Chief Executive Officer, Oracle Corporation (a computer technology corporation) | |
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| | | | 2011–2014 | President and Chief Financial Officer, Oracle Corporation | |
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| | | | 2008–2011 | President, Oracle Corporation | |
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| | | | 2005–2008 | President and Chief Financial Officer, Oracle Corporation | |
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| | | | 2004–2005 | President, Oracle Corporation | |
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| | | | 1999–2004 | Various positions, Oracle Corporation | |
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| | | | Other Public Company Directorships: Oracle Corporation (2001–Present) | |
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| Amy L. Chang | | | | |
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| FORMER EXECUTIVE VICE PRESIDENT, CISCO SYSTEMS, INC. | |
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| Age: 47 Director since: 2021 Committees: Governance and Nominating | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •Ms. Chang has developed expertise across the technology sector from her time as an Executive Vice President at Cisco Systems, Inc., leading product development for Google Ads Measurement and Reporting and a founder of a digital startup •She provides a unique viewpoint of emerging technology trends and their implications for consumer and retail businesses and the implementation of innovative technological business strategies that are particularly important as the company evaluates the impact of, and opportunities presented by, new technologies in content production, our direct-to-consumer businesses and our parks •Ms. Chang also provides valuable perspective on talent attraction and retention for key technical roles that are vital to Disney’s content creation and digitally driven teams and an understanding of large-scale cost rationalization and analysis of organizational structure from her tenure as a public company director and an executive at Google and Cisco Other Key Skill Sets •Risk management oversight experience specific to digital and technology-forward companies, including cybersecurity and artificial intelligence, gained through her tenure at Cisco and Accompany •Deep understanding of strategic planning, corporate governance, social initiatives and executive management succession planning gained through public company board leadership | |
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| | | | Employment Experience: | |
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| | | | 2018–2020 | Executive Vice President and General Manager, Collaboration, Cisco Systems, Inc. (a networking hardware company) | |
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| | | | 2013–2018 | Founder and Chief Executive Officer, Accompany, Inc. (an artificial intelligence/machine learning-based relationship intelligence platform company) | |
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| | | | 2005–2012 | Global Head of Product, Google Ads Measurement; various additional positions, Google LLC (a technology company) | |
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| | | | Other Public Company Directorships: Procter & CanadaGamble (2017–Present) | |
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| | | | Former Public Company Directorships: Marqeta, Inc. (2021–2022) Cisco Systems, Inc. (2016–2018) | |
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| D. Jeremy Darroch | | | | |
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| FORMER EXECUTIVE CHAIRMAN AND GROUP CHIEF EXECUTIVE OFFICER, SKY |
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| Age: 61 Director since: 2024 Committees: Audit | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •As Group Chief Executive Officer of Sky, Mr. Darroch led the company’s tremendous growth and transformation from a linear satellite broadcaster into one of Europe’s largest multi-platform TV providers, providing valuable insights to the Board and management in navigating its strategic expansion of DTC offerings and changing media and entertainment landscapes •Mr. Darroch’s experience leading Sky’s executive teams and creative content investments and advising MultiChoice Group as senior advisor, provide key perspectives for the Company regarding its content creation, management of creative talent and brand evolution •As former Chief Financial Officer of Sky, Mr. Darroch’s financial executive experience and extensive finance, accounting and risk management expertise strengthen his role on the Audit Committee Other Key Skill Sets •Deep knowledge of management succession planning, global brands and risk management •Strong experience in governance and sustainability and social impact thought leadership through his experience leading Sky’s corporate responsibility programs and as Chairman of the National Oceanography Centre | |
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| | | | Employment Experience: | |
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| | | | 2021 | Executive Chairman, Sky (a media and entertainment company and a division of Comcast Corporation) | |
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| | | | 2018–2021 | Group Chief Executive Officer, Sky | |
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| | | | 2007–2018 | Chief Executive Officer, Sky PLC | |
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| | | | 2004–2007 | Chief Financial Officer, Sky PLC | |
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| | | | Other Public Company Directorships: Reckitt Benckiser Group PLC (2022–Present) | |
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| | | | Former Public Company Directorships: Ahren Acquisition Corp. (2021–2023) Burberry Group plc (2014–2019) Sky PLC (2004–2018) | |
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| Francis A. deSouza | | | | |
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| LandFORMER PRESIDENT AND CHIEF EXECUTIVE OFFICER, ILLUMINA, INC |
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| Age: 53 Director since: 2018 Committees: Audit | | | Notable Experience Aligned with Disney’s Strategy and Buildings (Multiple sitesKey Board Contributions •Mr. deSouza has unique experience with the growth and sizes)maturation of technology businesses, including leading Illumina through a pivotal strategic shift from being a research genomics leader to also serving clinical markets, which are important as the Board considers the Company's efforts to innovate for the future and leverage technology to advance its strategy •As former Chief Executive Officer of Illumina, Inc. and from his experience in prior senior leadership roles at Symantec Corporation and other technology companies, he provides an understanding of executive management and international business operations, in addition to a strong knowledge of brand management and product development •Through first-hand experience, he brings deep knowledge of overseeing business operations while incorporating public health considerations, which has served as an invaluable perspective as the Company navigates the continued challenges coming out of the COVID-19 pandemic Other Key Skill Sets •Cybersecurity expertise through experience at Symantec •Knowledge of finance and accounting gained through experience in Chief Executive Officer and other leadership positions •Oversight of strategic integration and experience with consumer awareness of corporate social responsibility practices through his leadership of and commitment to Illumina’s corporate social responsibility program | |
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| | | | Owned and Leased Office/ Production/Transmitter/Theaters/WarehouseExperience: | |
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| | | | Corporate/DMED/DPEP2016–2023 | President and Chief Executive Officer, Illumina, Inc. (a biotechnology company) | |
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| | | | 2013–2016 | President, Illumina, Inc. | |
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| | | | 2011–2013 | President, Products and Services, Symantec Corporation (a cybersecurity company) | |
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| | | | 2009–2011 | Senior Vice President, Enterprise Security Group, Symantec Corporation | |
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| | | | Prior | Founder of various technology businesses | |
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| | | | Former Public Company Directorships: Illumina, Inc. (2014–2023) | |
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| Carolyn N. Everson | | | |
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Europe, Asia, Australia & Latin America | FORMER PRESIDENT, INSTACART | | Buildings (Multiple sites and sizes) |
| | Leased Office/Warehouse/Retail/Residential | | | | | |
| Corporate/DMED/DPEPAge: 52
Director since: 2022 Committees: Compensation | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •From her experience leading marketing solutions and global sales teams at Instacart, Meta Platforms, Inc. and Microsoft Corporation and as a former board member of Creative Artists Agency, Ms. Everson offers strong insight to the Board and leadership team on navigating evolving media landscapes and advertising environments as well as branded, consumer-facing technology and its intersection with marketing, which has been critical to the Board's oversight of the Company’s operations and strategy as we continue to expand our customer base •As a senior advisor for Permira, a private equity firm focused on technology and consumer brands, and a senior advisor for Boston Consulting Group in the Technology, Media & Telecom and Marketing, Sales & Pricing practice areas, Ms. Everson brings experience evaluating internet and digital media businesses from an investor perspective •Through her public company board leadership experience, Ms. Everson maintains an understanding of large-scale cost rationalization and effective organizational structure •Ms. Everson further expands the Board’s collective skill sets through her experience in the advertising technology space and enhances its strategic oversight Other Key Skill Sets •Understanding of business development and executive management processes gained through leadership of strategy teams at global technology companies •Risk management and corporate governance oversight through her public company board experience The Company entered into a support agreement with Third Point LLC pursuant to which the Company appointed Ms. Everson as a director and agreed to include Ms. Everson as a director nominee for the Annual Meeting, and Third Point LLC agreed to customary standstill, voting and other provisions through the Annual Meeting. | |
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| | | Employment Experience: | |
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| | | 2021 | President, Instacart (a grocery retail company) | |
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| | | 2011–2021 | Vice President, Global Marketing Solutions, Meta Platforms, Inc. (a technology company) | |
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| | | 2010–2011 | Corporate Vice President, Global Advertising Sales, Strategy & Marketing, Microsoft Corporation (a technology corporation) | |
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| | | 2004–2010 | Various positions (most recently Chief Operating Officer and Executive Vice President, Advertising Sales), MTV Networks Company (a media entertainment company) | |
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| | | 2000–2003 | Various positions (including Vice President, Classifieds and Direct Response Advertising, and Vice President and General Manager, PriMedia Teen Digital Group), PriMedia, Inc. (an advertising company) | |
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| | | Other Public Company Directorships: Under Armour, Inc. (2023–Present) The Coca-Cola Company (2022–Present) | |
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| | | | Former Public Company Directorships: Hertz Global Holdings, Inc. (2016–2018) | |
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(1)Surrounding cities include Glendale, CA, North Hollywood, CA and Sun Valley, CA
ITEM 3. Legal Proceedings
As disclosed in Note 15 to the Consolidated Financial Statements, the Company is engaged in certain legal matters, and the disclosure set forth in Note 15 relating to certain legal matters is incorporated herein by reference.
The Company, together with, in some instances, certain of its directors and officers, is a defendant in various other legal actions involving copyright, breach of contract and various other claims incident to the conduct of its businesses. Management does not expect the Company to suffer any material liability by reason of these actions.
ITEM 4. Mine Safety Disclosures
Not applicable.
Information About Our Executive Officers
The executive officers of the Company are elected each year at the organizational meeting of the Board of Directors, which follows the annual meeting of the shareholders, and at other Board of Directors meetings, as appropriate. Each of the executive officers has been employed by the Company in the position or positions indicated in the list and pertinent notes below. Each of the executive officers has been employed by the Company for more than five years.
At October 2, 2021, the executive officers of the Company were as follows: | | | | | | | | | | | | | | | | | | | | |
| Name | | Age | | Title | | Executive
Officer Since |
| Robert A. Iger | | 70 | | Executive Chairman(1) | | 2000 |
| Robert A. Chapek | | 62 | | Chief Executive Officer(2) | | 2020 |
| Alan N. Braverman | | 73 | | Senior Executive Vice President, General Counsel and Secretary | | 2003 |
| Christine M. McCarthy | | 66 | | Senior Executive Vice President and Chief Financial Officer(3) | | 2005 |
| Paul J. Richardson | | 56 | | Senior Executive Vice President and Chief Human Resources Officer(4) | | 2021 |
| Zenia B. Mucha | | 65 | | Senior Executive Vice President Corporate Communications(5) | | 2018 |
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| Michael B. G. Froman | | | | |
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| PRESIDENT, COUNCIL ON FOREIGN RELATIONS | |
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| Age: 61 Director since: 2018 Committees: Governance and Nominating | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •Mr. Froman delivers strategic insight to the Board and leadership team on complex international affairs and global issues gained from his experience as President of the Council on Foreign Relations, the Assistant to the President and Deputy National Security Advisor for International Economic Policy, and as the United States Trade Representative •His roles as President of the Council on Foreign Relations and as former Vice Chairman and President, Strategic Growth, of Mastercard Incorporated, overseeing strategic growth and leveraging technology to expand digital inclusion at Mastercard enable him to offer guidance to the Company on international markets in which we participate, factors affecting international trade and the balance of risks and opportunities in a dynamic marketplace •Mr. Froman has deep expertise in the complex digital governance and cyber issues facing global companies, including international regulation of digital platforms, cross border data flows and data usage, as well as concerns about privacy protection and cybersecurity •Mr. Froman’s perspective is particularly impactful given our strategic focus on innovation in changing markets and the global growth of our customer base Other Key Skill Sets •International trade, finance, executive and brand management and risk management gained through executive leadership roles •Meaningful experience with alternative investments business and environmental and social policy implementation | |
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| | | | Employment Experience: | |
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| | | | 2023–Present | President, Council on Foreign Relations (an independent, non-partisan membership organization, think tank, publisher and educational institution that serves as a resource on foreign policy, national security issues and international economic affairs) | |
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| | | | 2018–2023 | Vice Chairman and President, Strategic Growth, Mastercard Incorporated (a financial services company) | |
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| | | | 2013–2017 | United States Trade Representative, Executive Office of the President | |
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| | | | 2009–2013 | Assistant to the President and Deputy National Security Advisor for International Economic Policy, Executive Office of the President | |
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| | | | 1999–2009 | Various positions (including Chief Executive Officer of CitiInsurance and Chief Operating Officer of alternative investments business), Citigroup (a financial services company) | |
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(1)Mr. Iger was appointed Executive Chairman effective February 24, 2020. He is also Chairman of the Board from March 2012. He was Chief Executive Officer from October 2005 to February 2020.
(2)Mr. Chapek was appointed Chief Executive Officer effective February 24, 2020. He served as Chairman of Disney Parks, Experiences and Products since the segment’s creation in 2018, and prior to that was Chairman of Walt Disney Parks and Resorts since 2015.
(3)Ms. McCarthy was appointed Senior Executive Vice President and Chief Financial Officer effective June 30, 2015. She was previously Executive Vice President, Corporate Real Estate, Alliances and Treasurer of the Company from 2000 to 2015.
(4)Mr. Richardson was appointed Senior Executive Vice President and Chief Human Resources Officer effective July 1, 2021. He was previously Senior Vice President of Human Resources at ESPN from 2007.
(5)Ms. Mucha was appointed Senior Executive Vice President Corporate Communications effective August 2016. She was previously Executive Vice President Corporate Communications from March 2005.
PART II | | | | | | | | | | | | | | | | | | | | | | | | | | |
| James P. Gorman | | | | |
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| EXECUTIVE CHAIRMAN, MORGAN STANLEY | | |
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| Age: 65 Director since: February 5, 2024 (Incoming) | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •As Executive Chairman and former Chief Executive Officer of Morgan Stanley, Mr. Gorman has an established record driving strategic transformation of a global financial institution with a long-term sustainable business model, bringing important insight for the Company’s strategic progression •Mr. Gorman successfully executed innovative technological strategies leading Morgan Stanley’s acquisition and integration of online trading platform, E-Trade, providing key perspectives as the Company leverages technology to advance its strategy •Through his roles at Morgan Stanley and Merrill Lynch and as former president of the Federal Advisory Council to the U.S. Federal Reserve Board, Mr. Gorman has deep finance management, investment and fiduciary expertise evaluating businesses Other Key Skill Sets •Successfully oversaw a multi-year CEO succession process and director succession planning •Managing diverse and inclusive executive teams and a sizeable global workforce •Brand and risk management and governance and public policy thought leadership developed through his roles at The Business Council, Business Roundtable and the Council on Foreign Relations | |
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| | | | Employment Experience: | |
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| | | | 2024–Present | Executive Chairman, Morgan Stanley (a global financial services firm) | |
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| | | | 2012–2023 | Chairman and Chief Executive Officer, Morgan Stanley | |
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| | | | 2010–2011 | President and Chief Executive Officer, Morgan Stanley | |
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| | | | 2007–2009 | Co-President, Morgan Stanley | |
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| | | | 2006–2007 | Various positions, Morgan Stanley | |
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| | | | 1999–2005 | Various positions, Merrill Lynch & Co., Inc. (a global financial services firm) | |
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| | | | Other Public Company Directorships: Morgan Stanley (2010–Present) | |
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| Robert A. Iger | | | | | |
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| CHIEF EXECUTIVE OFFICER, THE WALT DISNEY COMPANY |
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| Age: 72 Director since: 2022; 2000-2021 Committees: Executive | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •Gained through his experience serving as Chief Executive Officer of Disney for 15 years and former Executive Chairman, Mr. Iger has an unmatched knowledge of the Company and the creative content it produces, and an in-depth understanding of fostering innovation through technology and connecting to audiences in our markets around the world •Throughout Mr. Iger’s tenure at Disney, he successfully expanded the Company’s geographic presence, identified new revenue streams and initiated the Company’s DTC efforts, expanding the scale and global reach of Disney’s storytelling and streaming services •Mr. Iger has also furthered Disney’s rich history of storytelling through the successful landmark acquisitions and integration of Pixar, Marvel, Lucasfilm and 21st Century Fox •His detailed understanding of all facets of the Company, and prior experience leading Disney through various market conditions and implementing successful strategic shifts throughout his career, have uniquely positioned Mr. Iger to serve as Chief Executive Officer of Disney and a member of the Board of Directors at this time Other Key Skill Sets •Knowledge of finance and accounting and operational expertise gained through experience in Chief Executive Officer and other leadership positions •Deep understanding of risk management and corporate governance and social initiatives gained through his public company board experience The Company has agreed in Mr. Iger’s employment agreement to nominate him for re-election as a member of the Board at the expiration of each term of office during the term of the agreement, and he has agreed to continue to serve on the Board if elected. | |
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| | | Employment Experience: | |
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| | | 2022–Present | Chief Executive Officer, The Walt Disney Company | |
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| | | 2020–2021 | Chairman of the Board and Executive Chairman, The Walt Disney Company | |
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| | | 2012–2020 | Chairman and Chief Executive Officer, The Walt Disney Company | |
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| | | 2005–2012 | President and Chief Executive Officer, The Walt Disney Company | |
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| | | 2000–2005 | President and Chief Operating Officer, The Walt Disney Company | |
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| | | 1999–2000 | Chairman, ABC Group; President, Walt Disney International | |
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| | | 1994–1999 | President and Chief Operating Officer, ABC, Inc. (a broadcasting company) | |
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| | | Former Public Company Directorships: The Walt Disney Company (2000–2021) Apple Inc. (2011–2019) | |
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| Maria Elena Lagomasino | | | |
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| CHIEF EXECUTIVE OFFICER AND MANAGING PARTNER, WE FAMILY OFFICES | |
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| Age: 74 Director since: 2015 Committees: Governance and Nominating; Compensation (Chair) | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •As a founder of the Institute for the Fiduciary Standard and advisory board member of the Millstein Center for Global Markets and Corporate Ownership, Ms. Lagomasino is an expert in the field of governance and social thought leadership •As an executive leader in private banking industries and as a member of the Council on Foreign Relations, she has deep wealth management, investment and fiduciary expertise and extensive experience in leading complex organizations and evaluating businesses from an investor perspective in a variety of industries with varying size and complexities •She brings meaningful experience in executive compensation-related matters from her role as Chair of the Company’s Compensation Committee, where she focuses on overseeing the alignment of incentive structures with shareholder value creation and execution of long-term strategic priorities Other Key Skill Sets •Extensive experience across domestic and international finance, investment and capital markets through her roles at WE Family Offices and JP Morgan •Significant knowledge of global brands, business development, executive management succession planning and risk management through experience on public company boards | |
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| | | Employment Experience: | |
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| | | 2013–Present | Chief Executive Officer and Managing Partner, WE Family Offices (a wealth management company and registered investment advisor) | |
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| | | 2005–2012 | Chief Executive Officer, GenSpring Family Offices, LLC, an affiliate of SunTrust Banks, Inc. (a bank holding company) | |
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| | | 2001–2005 | Chairman and Chief Executive Officer, JP Morgan Private Bank, a division of JP Morgan Chase & Co. (an investment banking company) | |
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| | | 1983–2001 | Various positions (most recently Managing Director, Global Private Banking Group), The Chase Manhattan Bank (a consumer banking company) | |
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| | | Other Public Company Directorships: The Coca-Cola Company (2008–Present) | |
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| Calvin R. McDonald | | | | |
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| CHIEF EXECUTIVE OFFICER, LULULEMON ATHLETICA INC. | |
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| Age: 52 Director since: 2021 Committees: Compensation | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •Mr. McDonald has over 25 years of retail and brand-building experience, bringing powerful insight to the Board on integrating customer experience across multiple channels •As Chief Executive Officer of lululemon athletica, he has led the company in innovating integrated guest experiences and offers valuable perspective on the growth, development and guest innovation of an international consumer business that is particularly relevant to Disney’s leadership team •Mr. McDonald is responsible for the growth, development and consumer product operations of lululemon athletica, including overseeing the company’s incorporation and expansion of a DTC offering and creative product design, providing him a fundamental understanding of consumer strategies that support and accelerate customer engagement Other Key Skill Sets •Deep understanding of management, leadership and executive management from his experience at lululemon athletica •Strong knowledge of finance and accounting, risk management and corporate governance and social initiatives gained through his role as a public company chief executive officer | |
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| | | Employment Experience: | |
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| | | 2018–Present | Chief Executive Officer, lululemon athletica inc. (an athletic apparel company) | |
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| | | 2013–2018 | President and Chief Executive Officer, Sephora Americas, a division of the LVMH group of luxury brands | |
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| | | 2011–2013 | President and Chief Executive Officer, Sears Canada (a department store company) | |
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| | | Other Public Company Directorships: lululemon athletica inc. (2018–Present) | |
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| | | Former Public Company Directorships: Sephora Americas (2013–2018) | |
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| Mark G. Parker | | | | | |
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| EXECUTIVE CHAIRMAN, NIKE, INC. | | |
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| Age: 68 Director since: 2016 Committees: Governance and Nominating (Chair); Executive (Chair) | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •As the former President and Chief Executive Officer of NIKE, Mr. Parker has overseen and managed the growth of a complex, global organization, and has experience exercising cost discipline and oversight of organizational structure, as well as successful executive management succession planning, bringing a valuable perspective to fellow directors and the broader leadership team •Through this experience, Mr. Parker brings first-hand knowledge of workforce and human capital management including managing creative talent and compensation, a critical skill set for Disney’s Board given our continued focus on human capital management oversight •Mr. Parker offers a unique insight to the Company regarding leading direct-to-consumer expansion and the design, production, marketing and distribution of consumer products, in addition to managing a major international consumer brand through various market evolutions over a more than 40-year time period Other Key Skill Sets •Financial and executive management and risk management background gained through roles as President and Chief Executive Officer, as well as Executive Chairman of NIKE •Experience in integrating environmental and social practices into corporate strategy through his leadership at NIKE as the company integrated sustainable innovation into product development and manufacturing | |
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| | | Employment Experience: | |
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| | | 2020–Present | Executive Chairman, NIKE, Inc. (a footwear and apparel company) | |
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| | | 2016–2020 | Chairman, NIKE, Inc. | |
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| | | 2006–2020 | President and Chief Executive Officer, NIKE, Inc. | |
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| | | 1979–2006 | Various positions (including product research, design and development, marketing and brand management), NIKE, Inc. | |
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| | | Other Public Company Directorships: NIKE, Inc. (2006–Present) | |
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| Derica W. Rice | | | | |
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| FORMER EXECUTIVE VICE PRESIDENT, CVS HEALTH CORPORATION | |
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| Age: 58 Director since: 2019 Committees: Audit (Chair) | | | Notable Experience Aligned with Disney’s Strategy and Key Board Contributions •Mr. Rice offers extensive experience on the alignment of financial and strategic objectives and an understanding of cost discipline and effective organizational structure, a primary focus of the Company’s Board and management team particularly throughout Disney’s strategic evolution, through his experience in key financial and operational roles at global companies, including as Chief Financial Officer of Eli Lilly for more than a decade •His strong knowledge of large brand-focused organizations gained through experience leading the pharmacy benefits management business of CVS Health and as Chief Financial Officer of Eli Lilly has been a valuable addition to the Board •Mr. Rice provides expertise in financial oversight and accounting through his financial executive experience, as well his experience on the audit committee of the boards of public companies, enhancing Disney’s Audit Committee oversight of risks that may arise out of financial planning and reporting, internal controls and information technology Other Key Skill Sets •Strong understanding of broader risk management oversight and complex, global business operations through senior operation roles at CVS and Eli Lilly •Deep understanding of strategic planning, corporate governance and social initiatives through service on other public company boards | |
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| | | Employment Experience: | |
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| | | 2018–2020 | Executive Vice President, CVS Health Corporation (a pharmacy company) | |
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| | | 2018–2020 | President, CVS Caremark, the pharmacy benefits management business of CVS Health Corporation | |
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| | | 2006–2017 | Chief Financial Officer and Executive Vice President of Global Services, Eli Lilly and Company (a pharmaceutical company) | |
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| | | 2003–2006 | Vice President and Controller, Eli Lilly and Company | |
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| | | 1990–2005 | Various Executive Positions, Eli Lilly and Company | |
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| | | Other Public Company Directorships: The Carlyle Group Inc. (2021–Present) Bristol-Myers Squibb Company (2020–Present) Target Corporation (2007–2018); (2020–Present) | |
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ITEM 5. MarketAudit Committee
Members: Safra A. Catz, D. Jeremy Darroch, Francis A. deSouza and Derica W. Rice (Chair)
The Audit Committee is responsible for, among other things, overseeing the Company’s Common Equity, Related Stockholder Mattersfinancial statements, internal controls, compliance with legal and Issuer Purchasesregulatory requirements, internal audit function and Company’s relationship with its independent auditor. The Committee also oversees cybersecurity and data security risks and mitigation strategies. The Committee reviews the Company’s policies and practices with respect to risk assessment and risk management. The Committee met 9 times during fiscal 2023. All of Equity Securities
The Company’s common stock is listed onthe members of the Committee are independent within the meaning of SEC regulations, the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. The Board has determined that all members of the Committee, Ms. Catz, Mr. Darroch, Mr. deSouza and Mr. Rice, are qualified as audit committee financial experts within the meaning of SEC regulations and that they have accounting and related financial management expertise within the meaning of the listing standards of the New York Stock Exchange. The Board has
determined that Mr. Rice’s simultaneous service on the audit committees of more than three public companies will not impair his ability to effectively serve on the Committee. In fiscal 2024, the Board appointed Mr. Darroch to the Committee and, following the Annual Meeting, Mr. deSouza will no longer be a member of the Board.
Corporate Governance Documents
The Board has adopted Corporate Governance Guidelines, which set forth a flexible framework within which the Board, assisted by its committees, directs the affairs of the Company. The Corporate Governance Guidelines address, among other things, the composition and functions of the Board, Director independence, stock ownership by and compensation of Directors, management succession and review, Board leadership, Board committees and selection of new Directors.
The Company has Standards of Business Conduct, which are applicable to all employees of the Company, including the principal executive officer, the principal financial officer and the principal accounting officer. The Board has a separate Code of Business Conduct and Ethics for Directors, which contains provisions specifically applicable to Directors.
Each standing committee of the Board is governed by a charter adopted by the Board.
The Corporate Governance Guidelines, the Standards of Business Conduct, the Code of Business Conduct and Ethics for Directors and each of the Audit, Compensation and Governance and Nominating Committee charters are available on the Company’s Investor Relations website under the ticker symbol “DIS”.
The“Corporate Governance” heading at www.disney.com/investors and in print to any shareholder who requests them from the Company’s Secretary. If the Company did not pay a dividendamends or waives the Code of Business Conduct and Ethics for Directors or the Standards of Business Conduct with respect to the principal executive officer, principal financial officer or principal accounting officer, it will post the amendment or waiver at the same location on its website.
Director Selection Process
Working closely with the full Board, the Governance and Nominating Committee develops criteria for open Board positions. Applying these criteria, the Committee considers candidates for Board membership suggested by Committee members, other Board members, management and shareholders. The Committee retains third-party executive search firms to identify and review candidates and generate candidate pools consistent with the criteria below, upon request of the Committee from time to time.
Once the Committee has identified a prospective nominee — including prospective nominees recommended by shareholders — it determines whether to conduct a full evaluation. The Committee may request the third-party search firm to gather additional information about the prospective nominee’s background and experience and to report its findings. The Committee then evaluates the prospective nominee against the specific criteria that it has established for the position, as well as the standards and qualifications set out in the Company’s Corporate Governance Guidelines, including but not limited to:
•the ability of the prospective nominee to represent the interests of the shareholders of the Company;
•the ability of the prospective nominee to dedicate sufficient time, energy and attention to ensure the diligent performance of the prospective nominee’s duties, including by attending shareholder meetings and meetings of the Board and committees of the Board of which such prospective nominee would be a member, and by reviewing in advance all meeting materials;
•the extent to which the prospective nominee contributes to the range of talent, skill and expertise appropriate for the Board; and
•the extent to which the prospective nominee helps the Board reflect the diversity of the Company’s shareholders, employees, customers and guests and the communities in which it operates.
After completing this evaluation and an interview, the Committee makes a recommendation to the full Board, which makes the final determination whether to nominate or appoint the new director after considering the Committee’s report.
In selecting director nominees, the Board seeks to achieve a mix of members who together bring experience and personal backgrounds relevant to the Company’s strategic priorities and the scope and complexity of the Company’s business. The current nominees’ qualifications set forth in their individual biographies under the section titled “Directors” sets out how each of the current nominees (comprised of all current Directors, other than Mr. deSouza, and Mr. Gorman) contributes to the mix of experience and qualifications the Board seeks. The Board also considers the tenure policy under the Corporate Governance Guidelines, pursuant to which the Board will not nominate for re-election any non-management Director that completed fifteen years of service as a member of the Board on or prior to the date of election or that turned 75 years of age or older in the calendar year preceding the related annual meeting, in each case, unless the Board concludes that such Director’s continuing service would better serve the best interests of the shareholders. In addition, the Board seeks candidates whose service on other boards will not adversely affect their ability to dedicate the requisite time to service on the Board. The Board believes that Directors who are executive officers of public companies should not serve on more than two public company boards (including the Board of the Company) at a time, and that other Directors should not serve on more than four public company boards (including the Board of the Company).
The Committee regularly assesses the composition of the Board and considers the extent to which the Board continues to reflect the criteria set forth above. The Committee identifies any gaps in skill sets to inform the search process. Based on such assessment, the Committee will recommend to the Board the nomination for election or re-election of existing Directors at the annual shareholders meeting. The Board will review the Committee’s recommendation and evaluate which candidates to nominate for election or re-election.
As a result of a comprehensive search for directors that reflect its selection criteria discussed above, the Board appointed two new directors: James Gorman and Jeremy Darroch. Recommendations: Those who identified Mr. Gorman for consideration as a candidate included a third-party search firm and a non-management director. Those who identified Mr. Darroch for consideration as a candidate included a third-party search firm, a non-management director, the Chief Executive Officer (“CEO”) and another executive officer.
A shareholder who wishes to recommend a prospective nominee for the Board should notify the Company’s Secretary or any member of the Governance and Nominating Committee in writing with whatever supporting material the shareholder considers appropriate. The Governance and Nominating Committee will also consider whether to nominate any person nominated by a shareholder pursuant to the provisions of the Company’s Bylaws relating to shareholder nominations.
Delinquent Section 16(a) Reports
Based solely on a review of the reports filed for fiscal year 2020 operations2023 and hasrelated written representations from reporting persons, we are not declaredaware of any late or paiddelinquent filings under Section 16(a) of the Securities Exchange Act of 1934, except (i) a dividendForm 4 for each of Ms. Chang, Mr. deSouza, Mr. McDonald and Mr. Parker that was filed one day late due to a filing software error on October 5, 2022, in each case reporting one transaction; and (ii) a Form 4 for Ms. Coleman that was filed late due to an administrative oversight on August 3, 2023, with respect to fiscal 2021 operations. Longer term, we anticipate dividends will remainthe vesting of a partportion of our capital allocation strategy. However, for the time being, we don’t anticipate declaring a dividend until we returntwo previously granted restricted stock unit awards and related exempt dispositions of some of such vested shares to a more normalized operating environment. The Company does not intend to provide statements about its intentions to pay future dividends until such time as a dividend is declared.
As of October 2, 2021, the approximate number of common shareholders of record was 813,000.
The following table provides information about Company purchases of equity securities that are registered by the Company pursuant to Section 12 ofsatisfy the Exchange Act during the quarter ended October 2, 2021: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Period | | Total Number of Shares Purchased(1) | | Weighted
Average Price
Paid per Share | | Total Number
of Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs | | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(2) |
| July 4, 2021 – July 31, 2021 | | 15,923 | | $ | 180.39 | | — | | n/a |
| August 1, 2021 – August 31, 2021 | | 15,510 | | 176.90 | | — | | n/a |
| September 1, 2021 – October 2, 2021 | | 15,493 | | 179.52 | | — | | n/a |
| Total | | 46,926 | | 178.95 | | — | | n/a |
(1)46,926 shares were purchased on the open market to provide shares to participants in the Walt Disney Investment Plan (WDIP). These purchases were not made pursuant to a publicly announced repurchase plan or program.
(2)Not applicable as the Company no longer has a stock repurchase plan or program.
ITEM 6. [Reserved]tax withholding obligations, reporting four transactions.
ITEM 7. Management’s Discussion11. Executive Compensation
Director Compensation
Elements of Director Compensation
The elements of annual Director compensation for fiscal 2023 were as follows:
| | | | | |
| Annual Board retainer | $115,000 |
Annual committee retainer (except Executive Committee)1 | $10,000 |
Annual Governance and Nominating Committee chair retainer2 | $20,000 |
Annual Compensation Committee chair retainer2 | $25,000 |
Annual Audit Committee chair retainer2 | $27,500 |
| Annual deferred stock unit grant | $240,000 |
Annual retainer for independent Chairman3 | $145,000 |
1Per committee.
2This is in addition to the annual committee retainer the Director receives for serving on the committee.
3This is in addition to the annual Board retainer, annual committee retainer and Analysisannual deferred stock unit grant and at least 50% must be paid in stock.
To encourage Directors to experience the Company’s products, services and entertainment offerings personally, each non-employee Director may receive Company products and services up to a maximum of Financial Condition$15,000 in fair market value per calendar year plus reimbursement of associated tax liabilities. Each first-year non-employee Director may receive Company products and Resultsservices up to a maximum of Operations
CONSOLIDATED RESULTS
($25,000 in millions, except per share data) | | | | | | | | | | | | | | | | | | | | | | |
| | 2021 | | 2020 | | | | % Change
Better
(Worse) | |
| | | | | | | | | | |
| Revenues: | | | | | | | | | | |
| Services | $ | 61,768 | | | $ | 59,265 | | | | | 4 % | | | |
| Products | 5,650 | | | 6,123 | | | | | (8) % | | | |
| Total revenues | 67,418 | | | 65,388 | | | | | 3 % | | | |
| Costs and expenses: | | | | | | | | | | |
| Cost of services (exclusive of depreciation and amortization) | (41,129) | | | (39,406) | | | | | (4) % | | | |
| Cost of products (exclusive of depreciation and amortization) | (4,002) | | | (4,474) | | | | | 11 % | | | |
| Selling, general, administrative and other | (13,517) | | | (12,369) | | | | | (9) % | | | |
| Depreciation and amortization | (5,111) | | | (5,345) | | | | | 4 % | | | |
| Total costs and expenses | (63,759) | | | (61,594) | | | | | (4) % | | | |
| Restructuring and impairment charges | (654) | | | (5,735) | | | | | 89 % | | | |
| Other income, net | 201 | | | 1,038 | | | | | (81) % | | | |
| Interest expense, net | (1,406) | | | (1,491) | | | | | 6 % | | | |
| Equity in the income of investees, net | 761 | | | 651 | | | | | 17 % | | | |
| Income (loss) from continuing operations before income taxes | 2,561 | | | (1,743) | | | | | nm | | | |
| Income taxes from continuing operations | (25) | | | (699) | | | | | 96 % | | | |
| Net income (loss) from continuing operations | 2,536 | | | (2,442) | | | | | nm | | | |
| Loss from discontinued operations, net of income tax benefit of $9 and $10, respectively | (29) | | | (32) | | | | | 9 % | | | |
| Net income (loss) | 2,507 | | | (2,474) | | | | | nm | | | |
| Net income from continuing operations attributable to noncontrolling and redeemable noncontrolling interests | (512) | | | (390) | | | | | (31) % | | | |
| | | | | | | | | | |
| Net income (loss) attributable to Disney | $ | 1,995 | | | $ | (2,864) | | | | | nm | | | |
| Earnings (loss) per share attributable to Disney: | | | | | | | | | | |
Diluted(1) | | | | | | | | | | |
| Continuing operations | $ | 1.11 | | | $ | (1.57) | | | | nm | | | |
| Discontinued operations | (0.02) | | | (0.02) | | | | — % | | | |
| $ | 1.09 | | | $ | (1.58) | | | | nm | | | |
| | | | | | | | | | |
Basic(1) | | | | | | | | | | |
| Continuing operations | $ | 1.11 | | | $ | (1.57) | | | | nm | | | |
| Discontinued operations | (0.02) | | | (0.02) | | | | — % | | | |
| $ | 1.10 | | | $ | (1.58) | | | | nm | | | |
| | | | | | | | | | |
| Weighted average number of common and common equivalent shares outstanding: | | | | | | | | | |
| Diluted | 1,828 | | 1,808 | | | | | | | |
| Basic | 1,816 | | 1,808 | | | | | | | |
(1)Total may not equalfair market value plus reimbursement of associated tax liabilities for one year following their respective start date. Such first-year non-employee Directors will have an additional allowance of $15,000 prorated to reflect the sumbalance of the column duecalendar year remaining after the first anniversary of their start date. Directors’ spouses, children and grandchildren may also participate in this benefit within each Director’s limit.
Family members of Directors may accompany Directors traveling on Company aircraft for business purposes on a space-available basis.
Directors participate in the Company’s employee gift matching program. Under this program, the Company matches contributions of up to rounding.$20,000 per calendar year per Director to charitable and educational institutions meeting the Company’s criteria.
Directors who are also employees of the Company receive no additional compensation for service as a Director.
Under the Company’s Corporate Governance Guidelines, non-employee Director compensation is determined annually by the Board acting on the recommendation of the Governance and Nominating Committee. In formulating its recommendation, the Governance and Nominating Committee receives input from the third-party compensation consultant retained by the Compensation Committee regarding market practices for Director compensation.
Director Compensation for Fiscal 2023
The following table sets forth compensation earned during fiscal 2023 by each person who served as a non-employee Director during the year.
| | | | | | | | | | | | | | |
| Fees Earned or Paid In Cash | Stock Awards | All Other Compensation | Total |
| | | | |
| Susan E. Arnold | $109,945 | | $159,976 | | $28,876 | | $298,797 | |
| Mary T. Barra | 125,000 | | 240,767 | | — | | 365,767 | |
| Safra A. Catz | 138,901 | | 240,767 | | — | | 379,668 | |
| Amy L. Chang | 125,000 | | 240,767 | | 54,061 | | 419,828 | |
| Francis A. deSouza | 125,000 | | 240,767 | | 16,274 | | 382,041 | |
| Carolyn N. Everson | 91,280 | | 208,439 | | 20,000 | | 319,719 | |
| Michael B.G. Froman | 125,000 | | 240,767 | | 13,394 | | 379,161 | |
| Maria Elena Lagomasino | 160,000 | | 240,767 | | 7,903 | | 408,670 | |
| Calvin R. McDonald | 125,000 | | 240,767 | | 13,652 | | 379,419 | |
| Mark G. Parker | 168,242 | | 276,384 | | 7,533 | | 452,159 | |
| Derica W. Rice | 138,599 | | 240,767 | | 29,224 | | 408,590 | |
Fees Earned or Paid in Cash. “Fees Earned or Paid in Cash” includes the annual Board retainer and annual committee and committee-chair retainers, whether paid currently or deferred by the Director to be paid in cash or shares after service ends. Directors are permitted to elect each year to receive all or part of their retainers in Disney stock and, whether paid in cash or stock, to defer all or part of their retainers until after service as a Director ends. Directors who elect to receive deferred compensation in cash receive a credit each quarter and the balance in their deferred cash account earns interest at an annual rate equal to 120% of the Applicable Long-Term Federal Interest Rate, as determined from time to time by the United States Internal Revenue Service. For fiscal 2023, the average interest rate was 5.30%.
The following table sets forth the form of fees received by each Director. The number of stock units awarded is equal to the dollar amount of fees accruing each quarter divided by the average over the last ten trading days of the quarter of the average of the high and low trading price for shares of Company common stock on each day in the ten-day period. Stock units distributed currently were accumulated throughout the year and distributed as shares following December 31, 2023.
Organization | | | | | | | | | | | | | | | | | |
| Cash | Stock Units |
| Paid Currently | Deferred | Value Distributed Currently | Value Deferred | Number of Units |
| | | | | | |
| Susan E. Arnold | $109,945 | | — | | — | | — | | — | |
| Mary T. Barra | — | | — | | — | | $125,000 | 1,417 |
| Safra A. Catz | — | | — | | $138,901 | — | | 1,569 |
| Amy L. Chang | 125,000 | | — | | — | | — | | — |
| Francis A. deSouza | — | | — | | 125,000 | | — | | 1,417 |
| Carolyn N. Everson | 13,040 | | — | | 39,120 | | 39,120 | | 886 |
| Michael B.G. Froman | — | | — | | 125,000 | | — | | 1,417 |
| Maria Elena Lagomasino | — | | — | | — | | 160,000 | | 1,814 |
| Calvin R. McDonald | — | | — | | 125,000 | | — | | 1,417 |
| Mark G. Parker | — | | — | | — | | 168,242 | | 1,923 |
| Derica W. Rice | — | | — | | — | | 138,599 | | 1,576 |
Stock Awards. “Stock Awards” sets forth the market value of Information
Management’s Discussionthe deferred stock unit grants to Directors and Analysis provides a narrative on the Company’s financial performance and condition that should be read in conjunction withamount reported is equal to the accompanying financial statements. It includes the following sections:
•Significant Developments
•Consolidated Results and Non-Segment Items
•Business Segment Results
•Corporate and Unallocated Shared Expenses
•Restructuring Activities
•Liquidity and Capital Resources
•Supplemental Guarantor Financial Information
•Critical Accounting Policies and Estimates
•Forward-Looking Statements
SIGNIFICANT DEVELOPMENTS
COVID-19 Pandemic
Since early 2020, the world has been, and continues to be, impacted by COVID-19 and its variants. COVID-19 and measures to prevent its spread has impacted our segments in a number of ways, most significantly at the DPEP segment where our theme parks and resorts were closed and cruise ship sailings and guided tours were suspended. These operations resumed, generally at reduced capacity, at various points since May 2020. We have delayed, or in some cases, shortened or cancelled theatrical releases, and stage play performances were suspended as of March 2020. Stage play operations resumed, generally at reduced capacity,common stock on each day in the first quarterten-day period. Each Director other than Ms. Everson, Mr. Parker and Ms. Arnold was awarded 2,721 units in fiscal 2023. Ms. Everson was awarded 2,346 units as she served only a portion of fiscal 2021. Theaters have been subject to capacity limitations2023. Mr. Parker and shifting government mandates or guidance regarding COVID-19 restrictions. We experienced significant disruptions in the production and availability of content, including the delay of key live sports programming during fiscal 2020 and fiscal 2021,Ms. Arnold, who both served as well as the suspension of most film and television production in March 2020. Although film and television production generally resumed beginning in the fourth quarterindependent Chairman for a portion of fiscal 2020, we continue to see disruption of production activities depending on local circumstances. Fewer theatrical releases2023, were awarded 3,141 units and production delays have limited the availability of film content to be sold1,731 units, respectively, in distribution windows subsequentfiscal 2023 due to the theatrical release.annual retainer for independent Chairman.
We have takenUnless a numberDirector elects to defer receipt of mitigation efforts in response toshares until after the impacts of COVID-19 on our businesses. We significantly increased cash balances through the issuance of senior notes in March and May 2020. The Company did not pay a dividendDirector’s service ends, shares with respect to fiscal 2020 operations and hasannual deferred stock unit grants are normally distributed to the Director on the second anniversary of the award date, whether or not declared or paidthe Director is still a dividend with respect to fiscal 2021 operations; suspended certain capital projects; reduced certain discretionary expenditures (such as spendingDirector on marketing); reduced management compensation for several months in fiscal 2020 and temporarily eliminated Boardthe date of Director retainers and committee fees in fiscal 2020. In addition, we furloughed over 120,000 of our employees (who continued to receive Company provided medical benefits), most of which have returned from furlough as operations have reopened. distribution.
At the end of fiscal 2020,any quarter in which dividends are distributed to shareholders, Directors receive additional stock units with a value (based on the average of the high and low trading prices of the Company announced a workforce reduction plan, which was essentially completed incommon stock averaged over the first halflast ten trading days of fiscal 2021. We may take additional mitigation actions in the future such as raising additional financing; not declaring future dividends; reducing, or not making, certain payments, such as some contributionsquarter) equal to our pension and postretirement medical plans; further suspending capital spending, reducing film and television content investments; or implementing additional furloughs or reductions in force; or modifying our operating strategies. Somethe amount of these measures maydividends they would have an adverse impactreceived on our businesses.
The most significant impact on operating income since the second quarter of fiscal 2020 from COVID-19 wasall stock units held by them at the DPEP segment due to revenue lost as a result of closures and/or reduced operating capacities. Although results improved in the second half of fiscal 2021 compared to the second half of fiscal 2020 from reopening our DPEP businesses, we continue to be impacted by reduced operating capacities. COVID-19 also had a negative impact in fiscal 2021 at our DMED segment compared to fiscal 2020 as higher advertising revenue from the return of live sporting events was more than offset by higher sports programming costs. Our other film and television distribution businesses were impacted by revenue lost from the deferral or cancellation of significant film releases, partially offset by costs avoided due to a reduction in film cost amortization, marketing and distribution costs. The impact of COVID-19 on fiscal 2021 and 2020 results is not necessarily indicativeend of the impact on future period results.
The impactprior quarter. Shares with respect to these additional units are distributed when the underlying units are distributed. Units awarded in respect of these disruptions and the extent of their adverse impact on our financial and operational results will be dictated by the length of time that such disruptions continue, which will,dividends are included in turn, depend on the currently unknowable duration and severity of the impacts of COVID-19 and its variants, and among other things, the impact and duration of governmental actions imposed in response to COVID-19 and individuals’ and companies’ risk tolerance regarding health matters going forward.
Our businesses have incurred and will continue to incur additional costs to address government regulations and the safety of our employees, guests and talent. For example, when we reopened theme parks and retail stores, we incurred and will continue to incur costs for such things as additional custodial services, personal protection equipment, temperature screenings and testing, sanitizer and cleaning supplies and signage, among other items. Similar costs have been incurred in the production of film and television content, including live sporting events, and productions may take longer to complete. The timing, duration and extent of these costs will depend on the timing and scope of the resumption of our operations. These costs totaled approximately $1 billion in fiscal 2021. Some of these costs have been capitalized and will be amortized over future periods. With the unknown duration of COVID-19, it is not possible to precisely estimate the impact of COVID-19 on our operations in future periods, although we estimate a modestly lower impact in fiscal 2022. In addition, we are no longer benefiting from certain savings related to the closure of certain businesses, such as related furloughs. The reopening or closure of our businesses is dependent on applicable government requirements, which vary by location and are subject to ongoing changes.
Additionally, see Part I., Item 1A. Risk Factors - The adverse impact of COVID-19 on our businesses will continue for an unknown length of time and may continue to impact certain of our key sources of revenue.
Direct-to-Consumer
The Company has significantly increased its focus on distribution of branded film and episodic content via our own DTC streaming services. As a result, we are forgoing certain licensing revenue from the sale of this content to third parties in TV/SVOD markets. We also expect to forgo revenue as we shut down channels in certain markets as a result of investment in our DTC offerings. In addition, we are increasing programming and production investments to create exclusive content for our DTC offerings.
CONSOLIDATED RESULTS AND NON-SEGMENT ITEMS
The Company’s fiscal year end is on the Saturday closest to September 30 and consists of fifty-two weeks with the exception that approximately every six years, we have a fifty-three week year. Fiscal 2020 was a fifty-three week year, which began on September 29, 2019 and ended on October 3, 2020. We estimate that the additional week of operations in fiscal 2020 resulted in a benefit to pre-tax income in the prior year of approximately $200 million, primarily at the DMED segment.
Revenues for fiscal 2021 increased 3%, or $2.0 billion, to $67.4 billion; net income attributable to Disney increased $4.9 billion, to income of $2.0 billion; and diluted earnings per share from continuing operations attributable to Disney increased to income of $1.11 compared to a loss of $1.57 in the prior year. The EPS increase for the year was due to the comparison to goodwill and intangible asset impairments recognized in the prior year at our International Channels business, an income tax benefit in the current year compared to tax expense in the prior year and lower amortization of fair value step-up on film and television costs and intangible assets from the TFCF acquisition and consolidation of Hulu (collectively TFCF and Hulu acquisition amortization). These increases were partially offset by lower net investment gains and a decrease in segment operating income at DMED.
Revenues
Service revenues for fiscal 2021 increased 4%, or $2.5 billion, to $61.8 billion, due to higher DTC subscription revenue, advertising revenue growth and, to a lesser extent, increased merchandise licensing revenue. These increases were partially offset by a decrease in TV/SVOD distribution revenue, lower theatrical revenues, a decrease in revenue at our parks and experiences businesses and, to a lesser extent, lower electronic home entertainment sales, all of which reflected the impact of COVID-19. The decrease at parks and experiences was due to lower volumes from closure/generally reduced operating capacities, partially offset by an increase in average guest spending. The decrease in TV/SVOD distribution revenue also reflected the shift from licensing our content to third parties to distributing it on our DTC streaming services.
Product revenues for fiscal 2021 decreased 8%, or $0.5 billion, to $5.7 billion, due to lower home entertainment volumes and a decrease in merchandise, food and beverage sales at parks and experiences as lower volumes were partially offset by an increase in average guest spending.
Costs and expenses
Cost of services for fiscal 2021 increased 4%, or $1.7 billion, to $41.1 billion, due to higher programming, production and technology costs at Disney+ and Hulu and higher sports programming costs. The increase in sports programming costs was due to NBA, cricket, college football and soccer events, many of which shifted from fiscal 2020 to fiscal 2021 due to COVID-19. These increases were partially offset by a decrease in film and television production cost amortization and distribution costs at
Content Sales/Licensing reflecting lower revenues and, to a lesser extent, lower volumes at our parks and experiences businesses.
Cost of products for fiscal 2021 decreased 11%, or $0.5 billion, to $4.0 billion, due to lower merchandise, food and beverage sales at our theme parks and resorts and a decrease in home entertainment volumes.
Selling, general, administrative and other costs for fiscal 2021 increased 9%, or $1.1 billion, to $13.5 billion, due to higher marketing costs at Direct-to-Consumer and Linear Networks, partially offset by lower marketing costs at Content Sales/Licensing.
Depreciation and amortization costs decreased 4%, or $0.2 billion, to $5.1 billion due to lower amortization of intangible assets from the acquisition of TFCF and Hulu and lower depreciation at our theme parks and resorts.
Restructuring and Impairment Charges
Restructuring and impairment charges in fiscal 2021 were $0.7 billion due to $0.4 billion of asset impairments and severance costs related to the shut-down of an animation studio and the closure of a substantial number of Disney-branded retail stores in North America and Europe and $0.3 billion of severance and other costs in connection with the integration of TFCF and workforce reductions at DPEP.
Restructuring and impairment charges in fiscal 2020 were $5.7 billion due to $5.0 billion of impairment charges for goodwill and intangible assets at our International Channels business and $0.8 billion of severance and other costs in connection with the acquisition and integration of TFCF and at our DPEP segment.
Other Income (expense), net | | | | | | | | | | | | | | | | | | | | |
| (in millions) | | 2021 | | 2020 | | % Change
Better (Worse) |
| fuboTV gain | | $ | 186 | | | $ | — | | | nm |
| German FTA gain | | 126 | | | — | | | nm |
| DraftKings gain (loss) | | (111) | | | 973 | | | nm |
| Endemol Shine gain | | — | | | 65 | | | — % |
| Other income, net | | $ | 201 | | | $ | 1,038 | | | (81) % |
In fiscal 2021, the Company recognized a $186 million gain from the sale of our investment in fuboTV Inc. (fuboTV gain), a $126 million gain on the sale of our 50% interest in a German free-to-air (FTA) television network (German FTA gain) and a non-cash loss of $111 million to adjust our investment in DraftKings, Inc. to fair value (DraftKings gain (loss)).
In fiscal 2020, the Company recognized a $973 million DraftKings gain and a $65 million gain on the sale of our 50% interest in Endemol Shine Group (Endemol Shine gain).
Interest Expense, net | | | | | | | | | | | | | | | | | | | | |
| (in millions) | | 2021 | | 2020 | | % Change
Better (Worse) |
| Interest expense | | $ | (1,546) | | | $ | (1,647) | | | 6 % |
| Interest income, investment income and other | | 140 | | | 156 | | | (10) % |
| Interest expense, net | | $ | (1,406) | | | $ | (1,491) | | | 6 % |
The decrease in interest expense was primarily due to lower average interest rates and higher capitalized interest, partially offset by higher average debt balances.
The decrease in interest income, investment income and other was due to higher pension and postretirement benefit costs, other than service cost, partially offset by lower investment impairments.
Equity in the Income of Investees
Equity in the income of investees increased $110 million to $761 million in the current year due to higher income from A+E Television Networks and Tata Sky Limited and lower investment impairments.
Effective Income Tax Rate
| | | | | | | | | | | | | | |
| 2021 | | 2020 | | |
| Income (loss) from continuing operations before income taxes | $ | 2,561 | | | $ | (1,743) | | | | |
| Income tax expense on continuing operations | 25 | | | 699 | | | | |
| Effective income tax rate - continuing operations | 1.0% | | (40.1)% | | | |
The effective income tax rate in the current year was lower than the U.S. statutory rate due to favorable adjustments related to prior years and excess tax benefits on employee share-based awards, partially offset by an unfavorable impact from foreign losses for which we are unable to recognize a tax benefit. The effective income tax rate in the prior year included unfavorable impacts from the goodwill impairment, which was not tax deductible, higher tax rates than the U.S. statutory rate on foreign earnings and foreign losses for which we are unable to recognize a tax benefit.
Noncontrolling Interests | | | | | | | | | | | | | | | | | | | | |
| (in millions) | | 2021 | | 2020 | | % Change
Better (Worse) |
| Net income from continuing operations attributable to noncontrolling interests | | $ | (512) | | $ | (390) | | (31)% |
The increase in net income from continuing operations attributable to noncontrolling interests was due to lower losses at Shanghai Disney Resort, our DTC sports business and Hong Kong Disneyland Resort and higher accretion of the fair value of the redeemable noncontrolling interest in BAMTech. These increases were partially offset by lower results at ESPN.
Net income attributable to noncontrolling interests is determined on income after royaltiesstock units when the units are initially awarded and management fees, financing costs and income taxes, as applicable.
Certain Items Impacting Resultstherefore are not included in the Year
Results fortables above, but they are included in the total units held at the end of the fiscal 2021 were impacted byyear in the following:table below.
•The following table sets forth all stock units held by each non-management Director serving during fiscal 2023, as of the end of fiscal 2023. All stock units are fully vested when granted, but shares are distributed with respect to the units only later, as described above. Stock units in this table are included in the stock ownership table in TFCFItem 12. Security Ownership of Certain Beneficial Owners and Hulu acquisition amortizationManagement and Related Stockholder Matters — “Stock Ownership” except to the extent they may have been distributed as shares and sold prior to the date of $2,418 millionthe stock ownership table.
| | | | | |
| Stock Units |
| |
| Susan E. Arnold | 4,276 |
| Mary T. Barra | 17,181 |
| Safra A. Catz | 5,895 |
| Amy L. Chang | 5,138 |
| Francis A. deSouza | 8,809 |
| Carolyn N. Everson | 3,175 |
| Michael B.G. Froman | 5,822 |
| Maria Elena Lagomasino | 23,868 |
| Calvin R. McDonald | 6,196 |
| Mark G. Parker | 22,827 |
| Derica W. Rice | 12,830 |
The Company’s Corporate Governance Guidelines encourage Directors to own or acquire, within three years of first becoming a Director, shares of Company common stock (including stock units received as Director compensation) having a market value of at least five times the amount of the annual Board retainer for the Director. Unless the Board exempts a Director, each Director is also required to retain stock representing no less than 50% of the after-tax value of exercised options and shares received upon distribution of deferred stock units until such Director meets the stock holding guideline described above.
•All Other Compensation.Restructuring and impairment charges of $654 million “All Other Compensation” includes:
•The fuboTV gainincremental cost to the Company of $186 million, German FTA gainperquisites and other personal benefits for Ms. Arnold, including security charges and product familiarization and travel benefits. In fiscal 2023, the Company provided security services and equipment to Ms. Arnold totaling $20,185. Except for Ms. Arnold, the value of $126 millionperquisites and DraftKings loss of $111 million
Resultsother benefits, including product familiarization and travel benefits, for fiscal 2020 were impactedeach Director is not included in the table as permitted by SEC rules because the following:
•Goodwill and intangible asset impairments of $4,953 million and restructuring charges of $782 millionaggregate incremental cost to the Company did not exceed $10,000 for such Director.
•TFCFReimbursement of tax liabilities associated with the product familiarization and Hulu acquisition amortizationtravel benefits. The reimbursement of $2,846 millionassociated tax liabilities was $1,681 for Ms. Arnold, $34,061 for Ms. Chang, $16,274 for Mr. deSouza, $13,394 for Mr. Froman, $7,903 for Ms. Lagomasino, $13,652 for Mr. McDonald, $7,533 for Mr. Parker and $9,224 for Mr. Rice.
•Interest earned on deferred cash compensation, which was less than $10,000 for each Director.
•The DraftKings gain of $973 million and Endemol Shine gain of $65 million
A summarymatching charitable contribution of the impact of these items on EPS is as follows: | | | | | | | | | | | | | | | | | | | | | | | |
| (in millions, except per share data) | Pre-Tax Income (Loss) | | Tax Benefit (Expense)(1) | | After-Tax Income (Loss) | | EPS Favorable (Adverse)(2) |
| Year Ended October 2, 2021: | | | | | | | |
TFCF and Hulu acquisition amortization(3) | $ | (2,418) | | | $ | 562 | | | $ | (1,856) | | | $ | (1.00) | |
| Restructuring and impairment charges | (654) | | | 152 | | | (502) | | | (0.27) | |
| fuboTV and German FTA gains, partially offset by DraftKings loss | 201 | | | (46) | | | 155 | | | 0.08 | |
| | | | | | | |
| Total | $ | (2,871) | | | $ | 668 | | | $ | (2,203) | | | $ | (1.18) | |
| | | | | | | |
| Year Ended October 3, 2020: | | | | | | | |
| Restructuring and impairment charges | $ | (5,735) | | | $ | 571 | | | $ | (5,164) | | | $ | (2.86) | |
TFCF and Hulu acquisition amortization(3) | (2,846) | | | 662 | | | (2,184) | | | (1.17) | |
| DraftKings and Endemol Shine gains | 1,038 | | | (242) | | | 796 | | | 0.44 | |
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| Total | $ | (7,543) | | | $ | 991 | | | $ | (6,552) | | | $ | (3.59) | |
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(1)Tax benefit/expense adjustments are determined using the tax rate applicable to the individual item affecting comparability.
(2)EPS is net of noncontrolling interest, where applicable. Total may not equal the sum of the column due to rounding.
(3)Includes amortization of intangibles related to TFCF equity investees.Company, which was $20,000 for Ms. Chang, $20,000 for Ms. Everson and $20,000 for Mr. Rice.
BUSINESS SEGMENT RESULTSExecutive Compensation
Below
Compensation Discussion and Analysis
Fiscal 2023 Performance Highlights
As described in more detail under “Executive Compensation — Compensation Discussion and Analysis — Individual Compensation Decisions” below, our named executive officers (“NEOs”) who remain with the Company showed strong performance and leadership both in managing the Company and in driving a transformation of our businesses, building long-term value. Over the past century, we have built a strong foundation of creative excellence and innovation, which has only been reinforced by the important restructuring and cost efficiency work we’ve done this year. Our new structure is a discussionrestoring creativity to the center of our Company. Our results reflect the major revenuesignificant progress we’ve made on our priorities over the past year and expense categorieswhile we still have work to do to continue improving performance, our progress has allowed us to move beyond this period of fixing and begin building our businesses again.
•Revenues increased 7% year over year to $88.9 billion
•Cash provided by continuing operations increased 64% year over year to $9.9 billion.
Fiscal 2023 share price performance was challenging for the Company. As we look forward, our leadership team remains focused on building long-term value for our business segments. Costsshareholders, and expensesour Compensation Committee remains committed to an executive compensation program that motivates executives to achieve these goals and aligns pay outcomes with Company performance.
Fiscal 2023 Compensation Practices
EXECUTIVE COMPENSATION OBJECTIVES AND METHODS
We maintain an integrated approach to attract and retain high-caliber executives in a competitive market for each segment consist of operating expenses, selling, general, administrative and other costs, and depreciation and amortization. Selling, general, administrative and other costs include third-party and internal marketing expenses.talent, while adhering to key corporate governance best practices summarized below.
Our DMED segment primarily generates revenue across three significant lines of business/distribution platforms: Linear Networks, Direct-to-Consumer and Content Sales/Licensing. Programming and production costs to support these businesses/distribution platforms are largely incurred across three content creation groups: Studios, General Entertainment and Sports. Programming and production costs include amortization of acquired licensed programming rights (including sports rights), amortization of capitalized production costs (including participations and residuals) and production costs related to live programming such as news and sports.
The Linear Networks business generates revenue from affiliate fees and advertising sales and from fees from sub-licensing of sports programming to third parties. Operating expenses include programming and production costs, technical support costs, operating labor and distribution costs.
The Direct-to-Consumer business generates revenue from subscription fees, advertising sales and pay-per-view and Premier Access fees. Operating expenses include programming and production costs, technology support costs, operating labor and distribution costs. Operating expenses also includes fees paid to Linear Networks for the right to air the linear networks feed and other services.
The Content Sales/Licensing business generates revenue from the sale of film and episodic television content in the TV/SVOD and home entertainment markets, distribution of films in the theatrical market, licensing of our music rights, sales of tickets to stage play performances and licensing of our IP for use in stage plays. Operating expenses include programming and production costs, distribution expenses and costs of sales.
Our DPEP segment primarily generates revenue from the sale of admissions to theme parks, the sale of food, beverage and merchandise at our theme parks and resorts, charges for room nights at hotels, sales of cruise vacations, sales and rentals of vacation club properties, royalties from licensing our IP for use on consumer goods and the sale of branded merchandise. Revenues are also generated from sponsorships and co-branding opportunities, real estate rent and sales, and royalties from Tokyo Disney Resort. Significant expenses include operating labor, costs of goods sold, infrastructure costs, depreciation and other operating expenses. Infrastructure costs include information systems expense, repairs and maintenance, utilities and fuel, property taxes, retail occupancy costs, insurance and transportation. Other operating expenses include costs for such items as supplies, commissions and entertainment offerings.
The Company evaluates the performance of its operating segments based on segment operating income, and management uses total segment operating income as a measure of the overall performance of the operating businesses. Total segment operating income is not a financial measure defined by GAAP, should be reviewed in conjunction with the relevant GAAP financial measure and may not be comparable to similarly titled measures reported by other companies. The Company believes that information about total segment operating income assists investors by allowing them to evaluate changes in the operating results of the Company’s portfolio of businesses separate from factors other than business operations that affect net income.
The following table reconciles income (loss) from continuing operations before income taxes to total segment operating income:
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| (in millions) | 2021 | | 2020 | | | | % Change
Better (Worse) | |
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| Income (loss) from continuing operations before income taxes | $ | 2,561 | | | $ | (1,743) | | | | | nm | | | |
| Add (subtract): | | | | | | | | | | |
| Corporate and unallocated shared expenses | 928 | | | 817 | | | | | (14) % | | | |
| Restructuring and impairment charges | 654 | | | 5,735 | | | | | 89 % | | | |
| Other income, net | (201) | | | (1,038) | | | | | (81) % | | | |
| Interest expense, net | 1,406 | | | 1,491 | | | | | 6 % | | | |
| TFCF and Hulu acquisition amortization | 2,418 | | | 2,846 | | | | | 15 % | | | |
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| Total segment operating income | $ | 7,766 | | | $ | 8,108 | | | | | (4) % | | | |
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| Shareholder engagement and responsiveness | Independent members of the Board and Investor Relations regularly engage in investor outreach. With regard to executive compensation, the Compensation Committee has addressed shareholder feedback and made changes to compensation for fiscal 2023, including: •Upon hire, set the CEO's total direct compensation below the market median of our peers. In connection with his contract extension, Mr. Iger’s target bonus increased to 500% of base salary, in order to align his target total direct compensation with the median. •Utilized the structure of 60% of the CEO’s fiscal 2023 equity award as performance-based restricted stock units (“PBUs”), in response to feedback to prioritize pay for performance. •As financial uncertainties related to the pandemic have decreased, the portion of fiscal 2023 PBUs vesting subject to return on invested capital (“ROIC”) performance have a single 3-year performance period. In fiscal 2020 - 2022, PBUs vesting subject to ROIC performance had three 1-year performance periods. •For the fiscal 2023 annual bonus plan, significantly increased the required adjusted revenue, adjusted segment operating income and adjusted after-tax free cash flow amounts to achieve target-level payouts year-over-year. Specifically, targets were raised 10%, 35% and more than 100%, respectively. In addition, performance ranges were adjusted to further incentivize performance. •The Compensation Committee adopted a cash severance policy pursuant to which any cash severance payment will not exceed 2.99 times the sum of base salary plus target bonus for Section 16 officers without shareholder approval of such payment. |
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| Incentive plan non-financial metrics | Fiscal 2023 bonus plan maintains incorporation of diversity and inclusion, creativity and innovation and collaboration as key strategic objectives. |
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| Equity retention guidelines | NEOs must hold a meaningful amount of the Company’s stock. The CEO must hold equity valued at five times his salary within five years of becoming CEO. Other NEOs must hold equity valued at three times their salary within five years of becoming an executive officer. |
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| Compensation at risk | A majority of NEO compensation is tied to either short- or long-term Company performance. For Mr. Iger in fiscal 2023, 96% of his total target compensation (including 60% of his annual equity grant, comprised of PBUs) was tied to financial performance, contributions towards organization goals, equity compensation or stock price performance. |
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The following is a summary of segment revenue and operating income:
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| (in millions) | 2021 | | 2020 | | | | % Change
Better (Worse) | |
| | | | | | | | | | |
| Revenues: | | | | | | | | | | |
| Disney Media and Entertainment Distribution | $ | 50,866 | | | $ | 48,350 | | | | | 5 % | | | |
| Disney Parks, Experiences and Products | 16,552 | | | 17,038 | | | | | (3) % | | | |
| $ | 67,418 | | | $ | 65,388 | | | | | 3 % | | | |
| Segment operating income: | | | | | | | | | | |
| Disney Media and Entertainment Distribution | $ | 7,295 | | | $ | 7,653 | | | | | (5) % | | | |
| Disney Parks, Experiences and Products | 471 | | | 455 | | | | | 4 % | | | |
| $ | 7,766 | | | $ | 8,108 | | | | | (4) % | | | |
Disney Media and Entertainment Distribution
Revenue and operating results for the DMED segment are as follows: | | | | | | | | | | | | | | | | | | | |
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| | | | | | |
| (in millions) | 2021 | | 2020 | | % Change
Better (Worse) | | |
| Revenues: | | | | | | | |
| Linear Networks | $ | 28,093 | | | $ | 27,583 | | | 2 % | | |
| Direct-to-Consumer | 16,319 | | | 10,552 | | | 55 % | | |
| Content Sales/Licensing and Other | 7,346 | | | 10,977 | | | (33) % | | |
Elimination of Intrasegment Revenue(1) | (892) | | | (762) | | | (17) % | | |
| $ | 50,866 | | | $ | 48,350 | | | 5 % | | |
| Segment operating income (loss): | | | | | | | |
| Linear Networks | $ | 8,407 | | | $ | 9,413 | | | (11) % | | |
| Direct-to-Consumer | (1,679) | | | (2,913) | | | 42 % | | |
| Content Sales/Licensing and Other | 567 | | | 1,153 | | | (51) % | | |
| $ | 7,295 | | | $ | 7,653 | | | (5) % | | |
(1) Reflects fees received by the Linear Networks from other DMED businesses for the right to air our Linear Networks and related services.
Linear Networks
Operating results for Linear Networks are as follows:
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| (in millions) | 2021 | | 2020 | | % Change
Better (Worse) |
| Revenues | | | | | | |
| Affiliate fees | $ | 18,652 | | | $ | 18,691 | | | — % | |
| Advertising | 8,853 | | | 8,252 | | | 7 % | |
| Other | 588 | | | 640 | | | (8) % | |
| Total revenues | 28,093 | | | 27,583 | | | 2 % | |
| Operating expenses | (16,808) | | | (15,309) | | | (10) % | |
| Selling, general, administrative and other | (3,491) | | | (3,330) | | | (5) % | |
| Depreciation and amortization | (168) | | | (262) | | | 36 % | |
| Equity in the income of investees | 781 | | | 731 | | | 7 % | |
| Operating Income | $ | 8,407 | | | $ | 9,413 | | | (11) % | |
Revenues
Affiliate revenue is as follows:
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| (in millions) | 2021 | | 2020 | | % Change
Better (Worse) |
| | | | | |
| Domestic Channels | $ | 15,244 | | | $ | 15,018 | | | 2 % |
| International Channels | 3,408 | | | 3,673 | | | (7) % |
| $ | 18,652 | | $ | 18,691 | | | — % |
The increase in affiliate revenue at the Domestic Channels was due to an increase of 7% from higher contractual rates, partially offset by decreases of 4% from fewer subscribers and 2% from the comparison to the additional week of operations in the prior year.
The decrease in affiliate revenue at the International Channels was due to decreases of 4% from fewer subscribers driven by channel closures, primarily in Europe and Asia, 2% from the comparison to the additional week of operations in the prior year and 1% from an unfavorable foreign exchange impact.
Advertising revenue is as follows:
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| (in millions) | 2021 | | 2020 | | % Change
Better (Worse) |
| | | | | |
| Cable | $ | 3,681 | | | $ | 3,648 | | | 1 % |
| Broadcasting | 3,239 | | | 3,278 | | | (1) % |
| Domestic Channels | 6,920 | | 6,926 | | — % |
| International Channels | 1,933 | | | 1,326 | | | 46 % |
| $ | 8,853 | | $ | 8,252 | | 7 % |
The increase in Cable advertising revenue was due to an increase of 10% from higher rates, partially offset by decreases of 6% from fewer impressions and 4% from the comparison to the additional week of operations in the prior year. The decrease in impressions reflected lower average viewership, partially offset by higher units delivered.
The decrease in Broadcasting advertising revenue was primarily due to decreases of 7% from fewer impressions at ABC and 2% from the comparison to the additional week of operations in the prior year, partially offset by increases of 4% from higher rates at ABC and 4% from the owned television stations. The decrease in impressions reflected lower average viewership, partially offset by higher units delivered. The increase at the owned television stations was primarily due to higher rates reflecting political advertising.
The increase in International Channels advertising revenue was due to increases of 43% from higher impressions, reflecting an increase in average viewership, 6% from higher rates and 2% from a favorable foreign exchange impact, partially offset by a decrease of 5% from the comparison to the additional week of operations in the prior year. The increase in impressions was due to the airing of live sporting events in the current year that were not aired in the prior year, primarily Indian Premier League (IPL) cricket matches.
Other revenue decreased $52 million, to $588 million from $640 million, due to an unfavorable foreign exchange impact.
Costs and Expenses
Operating expenses are as follows:
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| (in millions) | 2021 | | 2020 | | % Change
Better (Worse) |
| | | | | |
| Programming and production costs | | | | | |
| Cable | $ | (9,353) | | | $ | (8,538) | | | (10) % |
| Broadcasting | (2,767) | | | (2,605) | | | (6) % |
| Domestic Channels | (12,120) | | | (11,143) | | | (9) % |
| International Channels | (3,139) | | | (2,693) | | | (17) % |
| (15,259) | | | (13,836) | | | (10) % |
| Other operating expenses | (1,549) | | | (1,473) | | | (5) % |
| $ | (16,808) | | | $ | (15,309) | | | (10) % |
The increase in programming and production costs at Cable was due to the timing of live sporting events, partially offset by the comparison to the additional week of operations in the prior year. As a result of COVID-19, events have been delayed since March 2020. The most significant impacts were due to the shift of NBA and college football games from fiscal 2020 into the current fiscal year.
The increase in programming and production costs at Broadcasting was due to an increase in the average cost of programming reflecting incremental costs of health and safety measures.
The increase in programming and production costs at the International Channels was due to an increase in sports programming costs, partially offset by the comparison to the additional week of operations in the prior year and the impact of channel closures. Higher sports programming costs were due to the timing of live sporting events driven by the shift of IPL cricket matches into the current year from fiscal 2020.
Selling, general administrative and other costs increased $161 million, to $3,491 million from $3,330 million, due to higher marketing costs at FX Channels and ABC reflecting more titles premiering in the current year, partially offset by lower bad debt expense.
Depreciation and amortization decreased $94 million, to $168 million from $262 million, primarily due to the transfer of technology assets and related depreciation primarily between Linear Networks and Content Sales/Licensing and Other and higher asset write-offs in the prior year.
Equity in the Income of Investees
Income from equity investees increased $50 million, to $781 million from $731 million, primarily due to higher income from A+E Television Networks driven by an increase in program sales and lower programming costs, partially offset by lower advertising revenue and higher marketing costs.
Operating Income from Linear Networks
Operating income decreased 11%, to $8,407 million from $9,413 million due to decreases at Cable and, to a lesser extent, Broadcasting, partially offset by an increase at the International Channels and higher income from equity investees.
The following table provides supplemental revenue and operating income detail for Linear Networks:
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| (in millions) | 2021 | | 2020 | | % Change
Better (Worse) |
| Supplemental revenue detail | | | | | | |
| Domestic Channels | $ | 22,463 | | | $ | 22,244 | | | 1 % | |
| International Channels | 5,630 | | | 5,339 | | | 5 % | |
| $ | 28,093 | | | $ | 27,583 | | | 2 % | |
| Supplemental operating income detail | | | | | | |
| Domestic Channels | $ | 6,594 | | | $ | 7,708 | | | (14) % | |
| International Channels | 1,032 | | | 974 | | | 6 % | |
| Equity in the income of investees | 781 | | | 731 | | | 7 % | |
| $ | 8,407 | | | $ | 9,413 | | | (11) % | |
Direct-to-Consumer
Operating results for Direct-to-Consumer are as follows:
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| (in millions) | 2021 | | 2020 | | % Change
Better (Worse) |
| Revenues | | | | | | |
| Subscription fees | $ | 12,020 | | | $ | 7,645 | | | 57 % | |
| Advertising | 3,366 | | | 2,357 | | | 43 % | |
| TV/SVOD distribution and other | 933 | | | 550 | | | 70 % | |
| Total revenues | 16,319 | | | 10,552 | | | 55 % | |
| Operating expenses | (13,234) | | | (10,078) | | | (31) % | |
| Selling, general, administrative and other | (4,435) | | | (3,126) | | | (42) % | |
| Depreciation and amortization | (329) | | | (260) | | | (27) % | |
| Equity in the loss of investees | — | | | (1) | | | 100 % | |
| Operating Loss | $ | (1,679) | | | $ | (2,913) | | | 42 % | |
Revenues
The increase in subscription fees was due to higher subscribers driven by growth at Disney+, Hulu and, to a lesser extent, ESPN+, and higher rates due to increases in retail pricing at Hulu, Disney+ and, to a lesser extent, ESPN+.
Higher advertising revenue reflected increases of 39% from higher impressions and 3% from higher rates due to an increase at Hulu. Higher impressions were due to increases at Hulu, Disney+ and, to a lesser extent, ESPN+.
The increase in TV/SVOD distribution and other revenue was due to higher Disney+ Premier Access revenues and an increase in Ultimate Fighting Championship (UFC) pay-per-view fees. Higher Disney+ Premier Access revenues were due to four releases in the current year, Black Widow, Raya, Jungle Cruise and Cruella, compared to one release in the prior year, Mulan. The increase in UFC pay-per-view fees reflected the benefit of thirteen events in the current year compared to eleven in the prior year and higher pricing.
The following table presents the number of paid subscribers(1) (in millions) for Disney+, ESPN+ and Hulu as of:
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| October 2, 2021 | | October 3, 2020 | | % Change
Better (Worse) | |
Disney+(2) | 118.1 | | | 73.7 | | | 60 % | |
| ESPN+ | 17.1 | | | 10.3 | | | 66 % | |
| Hulu | | | | | | |
| SVOD Only | 39.7 | | | 32.5 | | | 22 % | |
| Live TV + SVOD | 4.0 | | | 4.1 | | | (2) % | |
Total Hulu(3) | 43.8 | | | 36.6 | | | 20 % | |
The following table presents the average monthly revenue per paid subscriber(4) for the fiscal year ended: | | | | | | | | | | | | | | | | | | |
| 2021 | | 2020 | | % Change
Better (Worse) | |
| Disney+ | $ | 4.08 | | $ | 4.80 | | (15) % | |
| ESPN+ | $ | 4.57 | | $ | 4.35 | | 5 % | |
| Hulu | | | | | | |
| SVOD Only | $ | 12.86 | | $ | 12.24 | | 5 % | |
| Live TV + SVOD | $ | 81.35 | | $ | 67.24 | | 21 % | |
(1)Reflects subscribers for which we recognized subscription revenue. Subscribers cease to be a paid subscriber as of their effective cancellation date or as a result of a failed payment method. Subscribers to the bundled offering in the U.S. are counted as a paid subscriber for each service included in the bundle (Disney+, Hulu and ESPN+). Star+ in Latin America is offered as a standalone service or along with Disney+. If a subscriber has either the standalone Disney+ or Star+ service or both the Disney+ and Star+ services, they are counted as one Disney+ paid subscriber. When we aggregate the total number of paid subscribers across our DTC streaming services, whether acquired individually, through a wholesale arrangement or via the bundle, we refer to them as paid subscriptions.
(2)Includes Disney+ Hotstar and Star+. Disney+ Hotstar launched on April 3, 2020 in India (as a conversion of the preexisting Hotstar service), on September 5, 2020 in Indonesia, on June 1, 2021 in Malaysia, and on June 30, 2021 in Thailand. Disney+ Hotstar average monthly revenue per paid subscriber is significantly lower than the average monthly revenue per paid subscriber for Disney+ in other markets. Star+ launched in Latin America on August 31, 2021.
(3)Total may not equal the sum of the column due to rounding.
(4)Revenue per paid subscriber is calculated based on the average of the monthly average paid subscribers for each month in the period. The monthly average paid subscribers is calculated as the sum of the beginning of the month and end of the month paid subscriber count, divided by two. Disney+ average monthly revenue per paid subscriber is calculated using a daily average of paid subscribers for the period. Revenue includes subscription fees, advertising (excluding revenue earned from selling advertising spots to other Company businesses) and premium and feature add-on revenue but excludes Premier Access and Pay-Per-View revenue. The average revenue per subscriber is net of discounts on bundled services. The bundled discount is allocated to each service based on the relative retail price of each service on a standalone basis. In general, wholesale arrangements have a lower average monthly revenue per paid subscriber than subscribers that we acquire directly or through third party platforms like Apple.
The average monthly revenue per paid subscriber for Disney+ decreased from $4.80 to $4.08 due to a higher mix of Disney+ Hotstar subscribers in the current year, partially offset by a lower mix of wholesale subscribers in the current year and increases in retail pricing.
The average monthly revenue per paid subscriber for ESPN+ increased from $4.35 to $4.57 primarily due to increases in retail pricing in August 2021 and August 2020, partially offset by a higher mix of subscribers to the bundled offering.
The average monthly revenue per paid subscriber for the Hulu SVOD Only service increased from $12.24 to $12.86 primarily due to higher per-subscriber advertising revenue, a lower mix of wholesale subscribers and an increase in per-subscriber premium add-on revenue, partially offset by a higher mix of subscribers to the bundled offering. The average monthly revenue per paid subscriber for the Hulu Live TV + SVOD service increased from $67.24 to $81.35 due to an increase in retail pricing in December 2020, higher per-subscriber advertising revenue and, to a lesser extent, per-subscriber premium and feature add-on revenue, partially offset by a higher mix of subscribers to the bundled offering.
Costs and Expenses
Operating expenses are as follows:
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| (in millions) | 2021 | | 2020 | | % Change
Better (Worse) |
| Programming and production costs | $ | (10,716) | | $ | (8,124) | | (32) % |
| Other operating expense | (2,518) | | (1,954) | | (29) % |
| $ | (13,234) | | $ | (10,078) | | (31) % |
The increase in programming and production costs was due to higher costs at Disney+, Hulu and, to a lesser extent, ESPN+. The increase at Disney+ was due to the ongoing expansion including launches in additional markets. Higher costs at Hulu were due to an increase in subscriber-based fees for programming the Live service driven by higher average monthly subscribers and rate increases. Higher ESPN+ costs were primarily due to new soccer programming rights, higher costs for UFC programming rights driven by two additional events in the current year, and new college sports rights. Other operating expenses, which include technical support and distribution costs, increased due to higher distribution costs at Disney+ due to the ongoing expansion.
Selling, general, administrative and other costs increased $1,309 million, to $4,435 million from $3,126 million, due to higher marketing and general and administrative costs at Disney+ driven by the ongoing expansion.
Depreciation and amortization increased $69 million, to $329 million from $260 million, driven by the ongoing expansion of Disney+.
Operating Loss from Direct-to-Consumer
Operating loss from Direct-to-Consumer decreased $1,234 million, to $1,679 million from $2,913 million due to improved results at Hulu and, to a lesser extent, ESPN+, partially offset by a higher loss at Disney+.
Content Sales/Licensing and Other
Operating results for Content Sales/Licensing and Other are as follows:
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| (in millions) | 2021 | | 2020 | | % Change
Better (Worse) |
| Revenues | | | | | | |
| TV/SVOD distribution | $ | 4,206 | | | $ | 5,673 | | | (26) % | |
| Theatrical distribution | 920 | | | 2,134 | | | (57) % | |
| Home entertainment | 1,014 | | | 1,802 | | | (44) % | |
| Other | 1,206 | | | 1,368 | | | (12) % | |
| Total revenues | 7,346 | | | 10,977 | | | (33) % | |
| Operating expenses | (4,536) | | | (6,871) | | | 34 % | |
| Selling, general, administrative and other | (1,963) | | | (2,628) | | | 25 % | |
| Depreciation and amortization | (294) | | | (291) | | | (1) % | |
| Equity in the income (loss) of investees | 14 | | | (34) | | | nm | |
| Operating Income | $ | 567 | | | $ | 1,153 | | | (51) % | |
COVID-19
Our Content Sales/Licensing businesses have been impacted by COVID-19 in a number of ways. We have delayed, or in some cases, shortened or cancelled, theatrical releases, and stage play performances were suspended as of March 2020. Stage play operations resumed, generally at reduced capacity, in the first quarter of fiscal 2021. Theaters have been subject to capacity limitations and shifting government mandates or guidance regarding COVID-19. We experienced significant disruptions in the production and availability of content, including the suspension of most film and television production in March 2020. Although film and television production generally resumed beginning in the fourth quarter of 2020, we continue to see disruption of production activities depending on local circumstances. Fewer theatrical releases and production delays have limited the availability of film content to be sold in distribution windows subsequent to the theatrical release.
Revenues
The decrease in TV/SVOD distribution revenue reflected both lower episodic and film content sales. The decrease in episodic content sales was primarily due to lower sales of Homeland, How to Get Away with Murder, Modern Family, Grey’s Anatomy and This is Us in the current year and the comparison to prior-year sales of Ratched, The Politician, Tales from the Loop and The Wilds. Lower film content sales reflected less content available due to the impact of COVID-19 and the shift from licensing our content to third parties to distributing it on our DTC streaming services.
The decrease in theatrical distribution revenue was due to the prior-year performance of Frozen II and Star Wars: The Rise of Skywalker, which were both released prior to COVID-19’s impact on our business. Other significant titles released in the prior year included Maleficent: Mistress of Evil and Ford v Ferrari, whereas the current year included Shang-Chi and the Legend of the Ten Rings, Black Widow and Free Guy.
The decrease in home entertainment revenue was due to decreases of 36% from lower unit sales and 5% from lower average net effective pricing. New release titles in the current year included Mulan, Raya and the Last Dragon and Black Widow, whereas the prior year included Frozen II, Star Wars: The Rise of Skywalker, The Lion King, Toy Story 4, Maleficent: Mistress of Evil, Onward, Ford v Ferrari, Aladdin and Avengers: Endgame. The decrease in average net effective pricing was due to a lower mix of new release titles, which have a higher sales price than catalog titles.
The decrease in other revenue was due to lower revenue from stage plays reflecting the impact of COVID-19, partially offset by an increase in revenue from Lucasfilm’s special effects business driven by more projects.
Costs and Expenses
Operating expenses are as follows:
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| (in millions) | 2021 | | 2020 | | % Change
Better (Worse) |
| Programming and production costs | $ | (3,611) | | $ | (5,729) | | 37 % |
| Distribution costs and cost of goods sold | (925) | | (1,142) | | 19 % |
| $ | (4,536) | | $ | (6,871) | | 34 % |
The decrease in programming and production costs was due to lower production cost amortization driven by a decline in revenues and lower film and television cost impairments.
The decrease in distribution costs and cost of goods sold was primarily due to lower home entertainment volumes, a decrease in costs for stage plays as a result of a limited number of performances in the current year and lower theatrical distribution costs due to fewer theatrical releases, partially offset by more projects at Lucasfilm’s special effects business.
Selling, general, administrative and other costs decreased $665 million, to $1,963 million from $2,628 million, primarily due to lower theatrical and home entertainment marketing costs and, to a lesser extent, a decrease in bad debt expense.
Equity in the Income (Loss) of Investees
Income from equity investments increased $48 million, to income of $14 million from a loss of $34 million, primarily due to higher income from Tata Sky Limited and the absence of an investment impairment recognized in the prior year.
Operating Income from Content Sales/Licensing and Other
Operating income from Content Sales/Licensing and Other decreased $586 million, to $567 million from $1,153 million, primarily due to lower theatrical distribution and home entertainment results, partially offset by lower film and television cost impairments.
Items Excluded from Segment Operating Income Related to Disney Media and Entertainment Distribution
The following table presents supplemental information for items related to the DMED segment that are excluded from segment operating income:
| | | | | | | | | | | | | | | | | |
| | | |
| (in millions) | 2021 | | 2020 | | % Change Better (Worse) |
TFCF and Hulu acquisition amortization(1) | $ | (2,410) | | | $ | (2,838) | | 15 % |
Restructuring and impairment charges(2) | (315) | | | (5,394) | | | 94 % |
| German FTA gain | 126 | | | — | | | nm |
(1)In the current year, amortization of step-up on film and television costs was $646 million and amortization of intangible assets was $1,749 million. In the prior year, amortization of step-up on film and television costs was $899 million and amortization of intangible assets was $1,913 million.
(2)The current year includes impairments and severance costs related to the closure of an animation studio and severance costs and contract termination charges in connection with the integration of TFCF. The prior year includes goodwill and intangible asset impairments and severance and contract termination charges in connection with the acquisition and integration of TFCF.
Disney Parks, Experiences and Products
Operating results for the DPEP segment are as follows:
| | | | | | | | | | | | | | | | | | |
| | | | |
| (in millions) | 2021 | | 2020 | | % Change
Better (Worse) |
| Revenues | | | | | | |
| Theme park admissions | $ | 3,848 | | | $ | 4,038 | | | (5) % | |
| Parks & Experiences merchandise, food and beverage | 3,299 | | | 3,441 | | | (4) % | |
| Resorts and vacations | 2,701 | | | 3,402 | | | (21) % | |
| Merchandise licensing and retail | 5,241 | | | 4,721 | | | 11 % | |
| Parks licensing and other | 1,463 | | | 1,436 | | | 2 % | |
| Total revenues | 16,552 | | | 17,038 | | | (3) % | |
| Operating expenses | (10,799) | | | (11,485) | | | 6 % | |
| Selling, general, administrative and other | (2,886) | | | (2,642) | | | (9) % | |
| Depreciation and amortization | (2,377) | | | (2,437) | | | 2 % | |
| Equity in the loss of investees | (19) | | | (19) | | | — % | |
| Operating Income | $ | 471 | | | $ | 455 | | | 4 % | |
COVID-19
Revenues at the DPEP segment were adversely impacted by COVID-19 as a result of the closure/generally reduced operating capacity across our theme parks and resorts. The following table summarizes the approximate number of weeks of operations in the current and prior year:
| | | | | | | | | | | |
| Weeks of Operation |
| 2021 | | 2020 |
| Walt Disney World Resort | 52 | | | 36 | |
| Disneyland Resort | 22 | | | 24 | |
| Disneyland Paris | 19 | | | 35 | |
Hong Kong Disneyland Resort (1) | 40 | | | 22 | |
| Shanghai Disney Resort | 52 | | | 38 | |
(1) Hong Kong Disneyland Resort generally operated 5 days per week in fiscal 2021 and 7 days per week in fiscal 2020
Revenues
The decrease in theme park admissions revenue was due to a decrease of 14% from lower attendance, partially offset by an increase of 8% from higher average ticket prices.
Parks & Experiences merchandise, food and beverage revenue was lower compared to the prior year due to a decrease of 9% from lower volumes, partially offset by an increase of 3% from higher average guest spending.
The decrease in resorts and vacations revenue was due to decreases of 17% from fewer passenger cruise days and 3% from lower occupied room nights.
Merchandise licensing and retail revenue growth was due to an increase of 9% from merchandise licensing driven by higher revenues from merchandise based on Mickey and Minnie, Spider-Man, Star Wars, including The Mandalorian, and Disney Princesses, partially offset by a decrease in revenues from merchandise based on Frozen.
The increase in parks licensing and other revenue was primarily due to an increase in sponsorship revenue, partially offset by a decrease in royalties from Tokyo Disney Resort as a result of the resort operating at reduced capacities.
The following table presents supplemental park and hotel statistics:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Domestic | | International(1) | | Total |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2021 | | 2020 |
| Parks | | | | | | | | | | | |
| Increase (decrease) | | | | | | | | | | | |
Attendance(2) | (17) % | | (47) % | | (4) % | | (53) % | | (14) % | | (49) % |
Per Capita Guest Spending(3) | 17 % | | 8 % | | (3) % | | (3) % | | 11 % | | 7 % |
| Hotels | | | | | | | | | | | |
Occupancy(4) | 42 % | | 43 % | | 21 % | | 35 % | | 37 % | | 41 % |
Available Room Nights (in thousands)(5) | 10,451 | | 11,114 | | 3,179 | | 3,207 | | 13,630 | | 14,321 |
Per Room Guest Spending(6) | $374 | | $367 | | $377 | | $308 | | $374 | | $355 |
(1)Per capita guest spending growth rate is stated on a constant currency basis. Per room guest spending is stated at the average foreign exchange rate for the same period in the prior year.
(2)Attendance is used to analyze volume trends at our theme parks and is based on the number of unique daily entries, i.e. a person visiting multiple theme parks in a single day is counted only once. Our attendance count includes complimentary entries but excludes entries by children under the age of three.
(3)Per capita guest spending is used to analyze guest spending trends and is defined as total revenue from ticket sales and sales of food, beverage and merchandise in our theme parks, divided by total theme park attendance.
(4)Occupancy is used to analyze the usage of available capacity at hotels and is defined as the number of room nights occupied by guests as a percentage of available hotel room nights.
(5)Available hotel room nights are defined as the total number of room nights that are available at our hotels and at DVC properties located at our theme parks and resorts that are not utilized by DVC members. Available hotel room nights include rooms temporarily taken out of service.
(6)Per room guest spending is used to analyze guest spending at our hotels and is defined as total revenue from room rentals and sales of food, beverage and merchandise at our hotels, divided by total occupied hotel room nights.
Costs and Expenses
Operating expenses are as follows:
| | | | | | | | | | | | | | | | | |
| | | |
| (in millions) | 2021 | | 2020 | | % Change
Better (Worse) |
| Operating labor | $ | (4,711) | | | $ | (4,870) | | | 3 % |
| Infrastructure costs | (2,308) | | | (2,422) | | | 5 % |
| Cost of goods sold and distribution costs | (2,086) | | | (2,202) | | | 5 % |
| Other operating expense | (1,694) | | | (1,991) | | | 15 % |
| $ | (10,799) | | | $ | (11,485) | | | 6 % |
The decrease in operating labor was due to lower volumes and decreased furlough costs (net of government credits), partially offset by inflation and an increase in incentive compensation costs. The decrease in infrastructure costs was primarily due to the prior year write-down of assets at our retail stores and reduced volumes. Lower cost of goods sold were due to lower
volumes. The decrease in other operating expenses was due to lower volumes and the comparison to prior-year charges for capital project abandonments.
Selling, general, administrative and other costs increased $244 million from $2,642 million to $2,886 million due to higher incentive compensation costs and increased marketing spend.
Depreciation and amortization decreased $60 million from $2,437 million to $2,377 million, primarily due to lower depreciation at our theme parks and resorts.
Segment Operating Income
Segment operating income increased $16 million, to $471 million due to an increase at our consumer products business, largely offset by a decrease at our domestic parks and experiences.
The following table presents supplemental revenue and operating income detail for the Parks, Experiences and Products segment:
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| | | |
| (in millions) | 2021 | | 2020 | | % Change
Better (Worse) |
| Supplemental revenue detail | | | | | |
| Parks & Experiences | | | | | |
| Domestic | $ | 9,353 | | | $ | 10,226 | | | (9) % |
| International | 1,859 | | | 2,020 | | | (8) % |
| Consumer Products | 5,340 | | | 4,792 | | | 11 % |
| $ | 16,552 | | | $ | 17,038 | | | (3) % |
| Supplemental operating income detail | | | | | |
| Parks & Experiences | | | | | |
| Domestic | $ | (1,139) | | | $ | (623) | | | (83) % |
| International | (1,074) | | | (1,073) | | | — % |
| Consumer Products | 2,684 | | | 2,151 | | | 25 % |
| $ | 471 | | | $ | 455 | | | 4 % |
Items Excluded from Segment Operating Income Related to Parks, Experiences and Products
The following table presents supplemental information for items related to the DPEP segment that are excluded from segment operating income:
| | | | | | | | | | | | | | | | | |
| | | |
| (in millions) | 2021 | | 2020 | | % Change
Better (Worse) |
Restructuring and impairment charges(1) | $ | (327) | | | $ | (265) | | | (23) % |
| Amortization of TFCF intangible assets | (8) | | | (8) | | | — % |
(1)The current year includes asset impairments and severance costs related to the closure of a substantial number of our Disney-branded retail stores in North America and Europe and severance costs related to other workforce reductions. The prior year includes severance costs related to workforce reductions.
CORPORATE AND UNALLOCATED SHARED EXPENSES
Corporate and unallocated shared expenses are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
| (in millions) | | 2021 | | 2020 | | | | % Change
Better (Worse) | |
| Corporate and unallocated shared expenses | | $ | (928) | | $ | (817) | | | | (14) % | | |
The increase in corporate and unallocated shared expenses was due to higher compensation costs.
RESTRUCTURING ACTIVITIES
See Note 19 to the Consolidated Financial Statements for information regarding the Company’s restructuring activities in connection with the acquisition and integration of TFCF and at the DPEP segment.
LIQUIDITY AND CAPITAL RESOURCES
The change in cash, cash equivalents and restricted cash is as follows:
| | | | | | | | | | | | | | | | |
| (in millions) | | 2021 | | 2020 | | |
| Cash provided by operations - continuing operations | | $ | 5,566 | | | $ | 7,616 | | | |
| Cash used in investing activities - continuing operations | | (3,171) | | | (3,850) | | | |
| Cash provided by (used in) financing activities - continuing operations | | (4,385) | | | 8,480 | | | |
| Cash provided by operations - discontinued operations | | 1 | | | 2 | | | |
| Cash provided by investing activities - discontinued operations | | 8 | | | 213 | | | |
| | | | | | |
| Impact of exchange rates on cash, cash equivalents and restricted cash | | 30 | | | 38 | | | |
| Change in cash, cash equivalents and restricted cash | | $ | (1,951) | | | $ | 12,499 | | | |
Operating Activities
Continuing operations
Cash provided by operating activities of $5.6 billion for fiscal 2021 decreased 27% or $2.0 billion compared to $7.6 billion in fiscal 2020 due to lower operating cash flow at DMED and higher income tax and interest payments, partially offset by higher operating cash flow at DPEP and lower payments for severance. The decrease at DMED was due to higher spending on film and television productions. The increase at DPEP was due to lower operating cash disbursements due to the pay-down of liabilities in the prior year as a result of closures/reduced capacities and lower volumes in the current year.
Depreciation expense is as follows:
| | | | | | | | | | | | | | | | |
| (in millions) | | 2021 | | 2020 | | |
| Disney Media and Entertainment Distribution | | $ | 613 | | $ | 638 | | |
| Disney Parks, Experiences and Products | | | | | | |
| Domestic | | 1,551 | | 1,634 | | |
| International | | 718 | | 694 | | |
| Total Disney Parks, Experiences and Products | | 2,269 | | 2,328 | | |
| Corporate | | 186 | | 174 | | |
| Total depreciation expense | | $ | 3,068 | | $ | 3,140 | | |
Amortization of intangible assets is as follows:
| | | | | | | | | | | | | | | | |
| (in millions) | | 2021 | | 2020 | | |
| Disney Media and Entertainment Distribution | | $ | 178 | | $ | 175 | | |
| Disney Parks, Experiences and Products | | 108 | | 109 | | |
| TFCF and Hulu | | 1,757 | | 1,921 | | |
| Total amortization of intangible assets | | $ | 2,043 | | $ | 2,205 | | |
Produced and licensed content costs
The DMED segment incurs costs to produce and license film, episodic television and other content. Production costs include spend on content internally produced at our studios such as live-action and animated films, episodic series, specials, shorts and theatrical stage plays. Production costs also include original content commissioned from third party studios. Programming costs include content rights licensed from third parties for use on the Company’s Linear Networks and DTC streaming services. Programming assets are generally recorded when the programming becomes available to us with a corresponding increase in programming liabilities.
The Company’s production and programming activity for fiscal 2021 and 2020 are as follows:
| | | | | | | | | | | | | | | | |
| (in millions) | | 2021 | | 2020 | | |
| Beginning balances: | | | | | | |
| Production and programming assets | | $ | 27,193 | | | $ | 27,407 | | | |
| Programming liabilities | | (4,099) | | | (4,061) | | | |
| | 23,094 | | | 23,346 | | | |
| Spending: | | | | | | |
| Licensed programming and rights | | 12,412 | | | 12,077 | | | |
| Produced content | | 12,848 | | | 8,104 | | | |
| | 25,260 | | | 20,181 | | | |
| Amortization: | | | | | | |
| Licensed programming and rights | | (12,784) | | | (11,241) | | | |
| Produced content | | (8,175) | | | (9,337) | | | |
| | (20,959) | | | (20,578) | | | |
| Change in production and programming costs | | 4,301 | | | (397) | | | |
| Other non-cash activity | | 224 | | | 145 | | | |
| Ending balances: | | | | | | |
| Production and programming assets | | 31,732 | | | 27,193 | | | |
| Programming liabilities | | (4,113) | | | (4,099) | | | |
| | $ | 27,619 | | | $ | 23,094 | | | |
The Company currently expects its fiscal 2022 spend on produced and licensed content, including sports rights, to be as much as approximately $33 billion, or approximately $8 billion more than fiscal 2021 spend of $25 billion. The increase is driven by higher spend to support our DTC expansion and generally assumes no significant disruptions to production due to COVID-19. See Note 15 to the Consolidated Financial Statements for information regarding the Company’s contractual commitments to acquire sports and broadcast programming.
Commitments and guarantees
The Company has various commitments and guarantees, such as long-term leases, purchase commitments and other executory contracts, that are disclosed in the footnotes to the financial statements. See Notes 15 and 16 to the Consolidated Financial Statements for further information regarding these commitments.
Legal and Tax Matters
As disclosed in Notes 10 and 15 to the Consolidated Financial Statements, the Company has exposure for certain tax and legal matters.
Investing Activities
Continuing operations
Investing activities consist principally of investments in parks, resorts and other property and acquisition and divestiture activity. The Company’s investments in parks, resorts and other property for fiscal 2021 and 2020 are as follows:
| | | | | | | | | | | | | | | | |
| (in millions) | | 2021 | | 2020 | | |
| Disney Media and Entertainment Distribution | | $ | 862 | | | $ | 783 | | | |
| Disney Parks, Experiences and Products | | | | | | |
| Domestic | | 1,597 | | | 2,145 | | | |
| International | | 675 | | | 759 | | | |
| Total Disney Parks, Experiences and Products | | 2,272 | | | 2,904 | | | |
| Corporate | | 444 | | | 335 | | | |
| | $ | 3,578 | | | $ | 4,022 | | | |
Capital expenditures at the DMED segment primarily reflect investments in technology and in facilities and equipment for expanding and upgrading broadcast centers, production facilities and television station facilities.
Capital expenditures at the DPEP segment are principally for theme park and resort expansion, new attractions, cruise ships, capital improvements and systems infrastructure. The decrease in capital expenditures at our domestic parks and resorts in fiscal 2021 compared to fiscal 2020 was driven by the temporary suspension of certain capital projects since the onset of COVID-19 although spending increased in the latter part of fiscal 2021 compared to fiscal 2020.
Capital expenditures at Corporate primarily reflect investments in facilities, information technology infrastructure and equipment. The increase in fiscal 2021 compared to fiscal 2020 was due to higher spending on facilities.
The Company currently expects its fiscal 2022 capital expenditures will be approximately $6.1 billion compared to fiscal 2021 capital expenditures of $3.6 billion. The increase in capital expenditures is due to higher spending on cruise ship fleet expansion, Corporate facilities and production facilities and technology at the DMED segment.
Other Investing Activities
Cash provided by other investing activities of $407 million in fiscal 2021 and $172 million in fiscal 2020 reflects proceeds from the sales of investments.
Financing Activities
Continuing operations
Cash used in financing activities was $4.4 billion in fiscal 2021 compared to cash provided by financing activities of $8.5 billion in fiscal 2020. Cash used in financing activities in fiscal 2021 was due to a reduction in borrowings and the purchase of a redeemable non-controlling interest, partially offset by proceeds from the issuance of stock options. The decrease in cash provided by financing activities in fiscal 2021 compared to fiscal 2020 reflected a reduction in net borrowings of $3.7 billion in fiscal 2021 compared to proceeds from net borrowings of $11.2 billion in fiscal 2020. Additionally, we paid a cash dividend of $1.6 billion in fiscal 2020 compared to no dividend in fiscal 2021.
Borrowings activities and other
During the year ended October 2, 2021, the Company’s borrowing activity was as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in millions) | | October 3, 2020 | | Borrowings | | Payments | | | | Other
Activity | | October 2, 2021 |
Commercial paper with original maturities less than three months(1) | | $ | — | | | $ | — | | | $ | — | | | | | $ | — | | | $ | — | |
| Commercial paper with original maturities greater than three months | | 2,023 | | | 2,221 | | | (2,247) | | | | | (5) | | | 1,992 | |
U.S. dollar denominated notes(2) | | 52,736 | | | — | | | (3,510) | | | | | (136) | | | 49,090 | |
| Asia Theme Parks borrowings | | 1,303 | | | 35 | | | (129) | | | | | 122 | | | 1,331 | |
Foreign currency denominated debt and other(3) | | 2,566 | | | 29 | | | (98) | | | | | (504) | | | 1,993 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | $ | 58,628 | | | $ | 2,285 | | | $ | (5,984) | | | | | $ | (523) | | | $ | 54,406 | |
(1)Borrowings and reductions of borrowings are reported net.
(2)The other activity is primarily due to the amortization of purchase price adjustments on debt assumed in the TFCF acquisition and debt issuance fees.
(3)The other activity is due to market value adjustments for debt with qualifying hedges.
See Note 9 to the Consolidated Financial Statements for information regarding the Company’s bank facilities and debt maturities. The Company may use operating cash flows, commercial paper borrowings up to the amount of its unused $12.25 billion bank facilities maturing in March 2022, March 2023 and March 2025, and incremental term debt issuances, to retire or refinance other borrowings before or as they come due.
See Note 4 to the Consolidated Financial Statements for a summary of the Company’s put/call agreement with NBCU.
See Note 7 to the Consolidated Financial Statements for information regarding commitments to fund Hong Kong Disneyland Resort and Shanghai Disney Resort.
See Note 12 to the Consolidated Financial Statements for a summary of the Company’s dividends in fiscal 2020 and 2019. The Company did not declare or pay a dividend in fiscal 2021. The Company did not repurchase any of its shares in fiscal 2021, 2020 or 2019.
The Company’s operating cash flow and access to the capital markets can be impacted by factors outside of its control, including COVID-19, which has had an adverse impact on the Company’s operating cash flows. We have taken a number of measures to mitigate the impact on the Company’s financial position. See Significant Developments for the impact COVID-19 has had on our operations and mitigating measures we have taken.
We believe that the Company’s financial condition remains strong and that its cash balances, other liquid assets, operating cash flows, access to debt and equity capital markets and borrowing capacity under current bank facilities, taken together, provide adequate resources to fund ongoing operating requirements and upcoming debt maturities as well as future capital expenditures related to the expansion of existing businesses and development of new projects, although certain of these activities have been scaled back or suspended in light of COVID-19. Depending on the unknowable duration and severity of the future impacts of COVID-19 and its variants, the Company may take additional mitigating actions in the future such as continuing to not declare dividends (the Company did not pay a dividend with respect to fiscal 2020 operations and has not declared or paid a dividend with respect to fiscal 2021 operations); reducing, or not making certain payments, such as some contributions to our pension and postretirement medical plans; raising additional financing; further suspending capital spending; reducing film and television content investments; or implementing additional furloughs or reductions in force. The impacts on our operating cash flows are subject to uncertainty and may require us to rely more heavily on external funding sources, such as debt and other types of financing.
The Company’s borrowing costs can also be impacted by short- and long-term debt ratings assigned by nationally recognized rating agencies, which are based, in significant part, on the Company’s performance as measured by certain credit metrics such as leverage and interest coverage ratios. As of October 2, 2021, Moody’s Investors Service’s long- and short-term debt ratings for the Company were A2 and P-1 (Stable), respectively, Standard and Poor’s long- and short-term debt ratings for the Company were BBB+ and A-2 (Stable), respectively, and Fitch’s long- and short-term debt ratings for the Company were A- and F2 (Stable), respectively. The Company’s bank facilities contain only one financial covenant, relating to interest coverage, which the Company met on October 2, 2021, by a significant margin. The Company’s bank facilities also specifically exclude certain entities, including the Asia Theme Parks, from any representations, covenants or events of default.
SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION
On March 20, 2019, as part of the acquisition of TFCF, The Walt Disney Company (“TWDC”) became the ultimate parent of TWDC Enterprises 18 Corp. (formerly known as The Walt Disney Company) (“Legacy Disney”). Legacy Disney and TWDC are collectively referred to as “Obligor Group”, and individually, as a “Guarantor”. Concurrent with the close of the TFCF acquisition, $16.8 billion of TFCF’s assumed public debt (which then constituted 96% of such debt) was exchanged for senior notes of TWDC (the “exchange notes”) issued pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to an Indenture, dated as of March 20, 2019, between TWDC, Legacy Disney, as guarantor, and Citibank, N.A., as trustee (the “TWDC Indenture”) and guaranteed by Legacy Disney. On November 26, 2019, $14.0 billion of the outstanding exchange notes were exchanged for new senior notes of TWDC registered under the Securities Act, issued pursuant to the TWDC Indenture and guaranteed by Legacy Disney. In addition, contemporaneously with the closing of the March 20, 2019 exchange offer, TWDC entered into a guarantee of the registered debt securities issued by Legacy Disney under the Indenture dated as of September 24, 2001 between Legacy Disney and Wells Fargo Bank, National Association, as trustee (the “2001 Trustee”) (as amended by the first supplemental indenture among Legacy Disney, as issuer, TWDC, as guarantor, and the 2001 Trustee, as trustee).
Other subsidiaries of the Company do not guarantee the registered debt securities of either TWDC or Legacy Disney (such subsidiaries are referred to as the “non-Guarantors”). The par value and carrying value of total outstanding and guaranteed registered debt securities of the Obligor Group at October 2, 2021 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| TWDC | | Legacy Disney |
| (in millions) | Par Value | | Carrying Value | | Par Value | | Carrying Value |
| Registered debt with unconditional guarantee | $ | 37,338 | | | $ | 39,162 | | | $ | 10,587 | | | $ | 10,671 | |
The guarantees by TWDC and Legacy Disney are full and unconditional and cover all payment obligations arising under the guaranteed registered debt securities. The guarantees may be released and discharged upon (i) as a general matter, the indebtedness for borrowed money of the consolidated subsidiaries of TWDC in aggregate constituting no more than 10% of all consolidated indebtedness for borrowed money of TWDC and its subsidiaries (subject to certain exclusions), (ii) upon the sale, transfer or disposition of all or substantially all of the equity interests or all or substantially all, or substantially as an entirety, the assets of Legacy Disney to a third party, and (iii) other customary events constituting a discharge of a guarantor’s obligations. In addition, in the case of Legacy Disney’s guarantee of registered debt securities issued by TWDC, Legacy Disney may be released and discharged from its guarantee at any time Legacy Disney is not a borrower, issuer or guarantor under certain material bank facilities or any debt securities.
Operations are conducted almost entirely through the Company’s subsidiaries. Accordingly, the Obligor Group’s cash flow and ability to service its debt, including the public debt, are dependent upon the earnings of the Company’s subsidiaries and the distribution of those earnings to the Obligor Group, whether by dividends, loans or otherwise. Holders of the guaranteed registered debt securities have a direct claim only against the Obligor Group.
Set forth below are summarized financial information for the Obligor Group on a combined basis after elimination of (i) intercompany transactions and balances between TWDC and Legacy Disney and (ii) equity in the earnings from and investments in any subsidiary that is a non-Guarantor. This summarized financial information has been prepared and presented pursuant to the Securities and Exchange Commission Regulation S-X Rule 13-01, “Financial Disclosures about Guarantors and Issuers of Guaranteed Securities” and is not intended to present the financial position or results of operations of the Obligor Group in accordance with U.S. GAAP.
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Results of operations (in millions)Annual risk assessment | 2021Each year, the Compensation Committee’s compensation consultant completes a risk assessment of the Company’s compensation programs. Based on this assessment for fiscal 2023, the Compensation Committee determined that risks arising from the Company’s policies and practices are not reasonably likely to have a material adverse effect on the Company. |
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RevenuesClawback policies | The Company is required to recoup certain incentive-based compensation erroneously awarded to a current or former NEO or other Section 16 officers based on financial reporting measures that are required to be restated. In addition, under the 2011 Stock Incentive Plan, equity awards pursuant to the plan may be clawed back where there is reputational or financial harm to the Company. |
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| Disallow hedging and pledging | $Board members, NEOs and all other Section 16 filers are prohibited from hedging and pledging the Company’s securities. |
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No option re-pricing or cash buyouts | The Company does not allow re-pricing or cash buyouts of underwater stock options without shareholder approval. |
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| No excise tax gross-ups | The Company does not provide excise tax gross-ups. |
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| Independent compensation consultant | The Compensation Committee has retained a compensation consultant whose relationship with the Company was confirmed to be independent for fiscal 2023. |
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| CEO Security & Aircraft Usage | Given the unique security risks posed by the position, the Company pays the cost of security services and equipment for the CEO in an amount that the Board believes is reasonable in light of the security needs and, in the interest of security, requires the CEO to use corporate aircraft for all personal travel. |
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Executive Compensation Program Structure — Objectives and Methods
We design our executive compensation program to drive the creation of long-term shareholder value. We do this by linking compensation payouts to the achievement of preset performance goals that promote the creation of sustainable shareholder value and by designing compensation to attract and retain high-caliber executives in a competitive market for talent. We aim to provide compensation opportunities that take into account compensation levels and practices of our peers. For a more detailed description of the peer groups we use for compensation purposes, see the discussion under the heading, “Executive Compensation — Other Compensation Information — Peer Groups,” set forth below. Total direct compensation comprises a mix of variable and fixed compensation that is heavily weighted toward variable performance-based compensation. Our performance-based compensation includes a short-term annual performance-based bonus and longer-term equity awards that deliver value based on stock price performance. Our performance-based compensation also includes PBUs, which vest only upon meeting performance targets. As prospective performance targets are central to our business strategy, for competitive reasons we do not publicly disclose them for either the short-term annual performance-based bonus plan or the long-term incentive plan. The Company enters into employment agreements with our senior executives when the Compensation Committee determines that it is appropriate to attract or retain an executive or where an employment agreement is consistent with our practices with respect to other similarly situated executives.
The following table sets forth the elements of total direct compensation in fiscal 2023 and the objectives and key features of each element:
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| | OBJECTIVES AND KEY FEATURES |
| | SALARY Objectives: The Compensation Committee sets salaries to reflect job responsibilities and to provide competitive fixed pay to balance performance-based risks. Key Features: •Minimum salaries set in employment agreement •Committee discretion to adjust annually based on changes in experience, nature and responsibility of the position, competitive considerations and CEO recommendation (except in the case of the CEO) |
| PERFORMANCE-BASED BONUS Objectives: The Compensation Committee structures the bonus program to incentivize performance at the high end of the financial performance measure ranges that it establishes each year. The Committee believes that incentivizing performance in this fashion will lead to long-term, sustainable gains in shareholder value. Key Features: •Target bonus for each NEO set by the Committee early in the fiscal year in light of employment agreement provisions, competitive considerations, CEO recommendation (except targets for the CEO) and other factors the Committee deems appropriate; bonus opportunity normally limited to 200% of target bonus •Unless otherwise adjusted downward by the Committee, payout on 70% of target is formulaic and determined by performance against financial performance ranges developed by the Committee early in the fiscal year •Unless otherwise determined by the Committee, payout on 30% of target determined by Company-wide Other Performance Factors and the Committee’s assessment of individual performance based both on other performance objectives and on CEO recommendation (except the payouts for the CEO) |
| EQUITY AWARDS Objectives: The Compensation Committee structures equity awards to directly reward long-term gains in shareholder value. Equity awards carry vesting terms that now extend for three years and include PBUs whose value depends on Company performance, including performance relative to the S&P 500. These awards provide incentives to create and sustain long-term growth in shareholder value. Key Features: •Combined value of options, performance units and time-based units determined by the Committee in light of employment agreement provisions, competitive market conditions, evaluation of executive’s performance and CEO recommendation (except awards for the CEO) •Allocation of annual awards for CEO: 60% PBUs and 40% stock options •Allocation of annual awards for other NEOs (other than the Interim CFO and Senior Executive Vice President & Chief Human Resources Officer, as their awards relate to their prior roles) in fiscal 2023 (based on award value): 50% PBUs; 25% time-based restricted stock units; 25% stock options |
ANNUAL PERFORMANCE-BASED RESTRICTED STOCK UNITS Key Features: •PBUs reward executives only if preset performance targets are met •PBUs vest subject to the level of achievement under multi-year performance tests. Starting with fiscal 2022 awards, payout ranges from 0% if performance is under threshold to up to 200% if performance is at maximum •Half of awards vest based on three-year cumulative total shareholder return (“TSR”) relative to the S&P 500 (two years for Mr. Iger in fiscal 2023); the other half vest based on three-year ROIC performance (two years for Mr. Iger in fiscal 2023). Awards as described in the section titled “Executive Compensation — Compensation Tables — Fiscal 2023 Grants of Plan Based Awards Table” |
STOCK OPTION AWARDS Key Features: •Exercise price equal to average of the high and low trading prices on day of award •Option re-pricing without shareholder approval is prohibited •Ten-year term •Vest one-third per year |
ANNUAL TIME-BASED RESTRICTED STOCK UNITS Key Features: •Vest one-third per year •For fiscal 2023, Mr. Iger did not receive time-based RSUs |
COMPENSATION AT RISK
The Compensation Committee believes that most of the compensation for NEOs should be at risk and tied to a combination of long-term and short-term Company performance. In fiscal 2023, our NEOs consisted of Mr. Iger, Mr. Lansberry, Mr. Gutierrez, Ms. Schake, Ms. Coleman, Mr. Chapek and Ms. McCarthy.
In establishing a mix of fixed to variable compensation, the composition of equity awards, target bonus levels, grant date equity award values and performance ranges, the Committee seeks to maintain its goal of making compensation overwhelmingly tied to performance, while also providing compensation opportunities that are competitive with alternatives available to the executive. In particular, the Committee expects that performance at the high-end of ranges will result in overall compensation that is sufficiently attractive relative to compensation available at successful competitors and that performance at the low-end of ranges will result in overall compensation that is less than that available from competitors with more successful performance.
The following charts show the percentage of the target total direct annual compensation for first, Mr. Iger, and second, all NEOs other than Mr. Iger and Mr. Chapek, that is variable or at risk versus being fixed with respect to fiscal 2023. At risk compensation includes both the target performance-based cash bonus and equity awards while the only fixed component of pay is base salary.
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| CEO – MR. IGER* | Non-CEO NEOs** |
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| CEO – MR. IGER* | Non-CEO NEOs** |
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*Target mix for fiscal 2023 compensation, including the proration of Mr. Iger’s fiscal 2023 target annual incentive. Mr. Iger’s target fiscal 2024 compensation will be 97% at risk compensation: 3% base salary, 16% target annual incentive, 49% PBUs and 32% stock options. | ** Target mix for fiscal 2023 compensation. Includes target compensation for all NEOs other than Mr. Iger and Mr. Chapek. |
Beginning in fiscal 2022, the Compensation Committee determined to increase PBUs from 30% to 50% of the overall long-term incentive grant value for the NEOs other than the CEO, who already had 50% in the form of PBUs (and who has 60% in the form of PBUs for fiscal 2023). This shift reflects a meaningful increase in performance-based compensation and was directly responsive to shareholder feedback. The below table reflects the annual PBU grants vesting over the last five years, all of which resulted in below target payouts:
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| Vested In
December 2019 | Vested In
December 2020 | Vested In
December 2021 | Vested In
December 2022 | Vested In
December 2023 |
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| % of Target Payout | 96% | 62% | 48% | 50% | 67% |
Value of a $100.00 PBU Grant, as of Vest Date1 | $133.58 | $95.87 | $64.37 | $30.49 | $35.85 |
1Assumes stock purchase was made at the closing price of the grant date and sold on the third anniversary of grant date (or the nearest trading date if third anniversary falls on a non-trading day) and then adjusted for the actual % payout. Awards vested in 2019 were granted on December 21, 2016; awards vested in 2020 were granted on December 19, 2017; awards vested in 2021 were granted on December 19, 2018; awards vested in 2022 were granted on December 17, 2019; awards vested in 2023 were granted on December 17, 2020.
For awards granted in fiscal 2021 (December 2020) and vested in fiscal 2024 (December 2023), TSR performance relative to the S&P 500 was below threshold and therefore no payout was earned for 50% of the award. For the 50% of the award that vested subject to ROIC performance, there were three one-year performance periods for fiscal 2021, fiscal 2022 and fiscal 2023 with payout at the following percentages:
•Fiscal 2021: 150% of target
•Fiscal 2022: 148.05% of target
•Fiscal 2023: 103.38% of target
Fiscal 2023 had a threshold, target and maximum of 3.1%, 5.6% and 6.9%, respectively. Actual fiscal 2023 performance was just over 5.7%, resulting in a 103.38% payout for the fiscal 2023 portion. Overall, the fiscal 2021 PBUs vested at 66.9%, underscoring the Committee’s belief that this PBU structure strongly aligns pay and performance.
The fiscal 2023 ROIC test also applied to the outstanding PBU grants made in fiscal 2022 (December 2021). For these awards, maximum payout increased from 150% to 200% of target, consistent with market practice. Actual fiscal 2023 ROIC performance was just over 5.7%, which resulted in a 106.75% payout for the fiscal 2023 portion of the December 2021 ROIC test.
ROIC for the Company is calculated by dividing Annual After-Tax Operating Performance by the average of Invested Capital at the end of such fiscal year and the end of the immediately prior fiscal year. Annual After-Tax Operating Performance is calculated as the sum of segment operating income for each segment and corporate and unallocated shared expenses, minus tax at 21% on segment operating income and corporate and unallocated shared expenses. Invested Capital is defined as the remainder of Disney’s total assets at fiscal year end minus the sum of: (i) Disney’s cash, cash equivalents and restricted cash as the last day of the fiscal year, (ii) Disney’s deferred tax assets and (iii) Disney’s Non-Interest Bearing Liabilities. ROIC for the Company is adjusted (i) to exclude the effect of extraordinary, unusual and/or nonrecurring items and (ii) to reflect such other factors, as the Committee deems appropriate to fairly reflect ROIC for the applicable fiscal year.
COMPENSATION PROCESS
The following table outlines the process for determining annual compensation awards for NEOs:
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| SALARIES | | PERFORMANCE-BASED BONUS |
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•Annually at the end of the calendar year, the CEO recommends salaries for NEOs other than himself for the following calendar year •Compensation Committee reviews proposed salary changes with input from its consultant (described under “Executive Compensation — Compensation Discussion and Analysis — Executive Compensation Program Structure—Objectives and Methods — Compensation Consultant”) •Committee determines annual salaries for all NEOs •Committee reviews determinations with the other non-management directors | | •Compensation Committee participates in regular Board of Director review of operating plans and results and review of annual operating plan at the beginning of the fiscal year •Management recommends financial and other performance measures, weightings and ranges •Early in the fiscal year, the Committee reviews proposed performance measures and ranges with input from its consultant and develops performance measures and ranges that it believes establish appropriate goals •CEO recommends bonus targets for NEOs other than himself •Early in the fiscal year, the Committee reviews bonus measure ranges with input from its consultant and in light of the targets established by employment agreements and competitive conditions and determines bonus target opportunity as a percentage of fiscal year-end salary for each NEO •After the end of the fiscal year, management presents financial results to the Committee •CEO recommends Other Performance Factor multipliers for NEOs other than himself •Committee reviews the results and determines whether to make any adjustments to financial results, determines other performance factor multipliers and establishes bonus •Committee reviews determinations with the other non-management directors and, in the case of the CEO, seeks their concurrence in the Committee’s determination |
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| EQUITY AWARDS | |
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•In the first fiscal quarter, the CEO recommends grant date fair value of awards for NEOs other than himself •Compensation Committee reviews proposed awards with input from its consultant and reviews with other non-management directors •Committee determines the dollar values of awards •Exercise price and number of options and restricted stock units are determined by formula based on market price of common shares on the date of award | |
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MANAGEMENT INPUT
In addition to the CEO recommendations described above, management regularly:
•provides data, analysis and recommendations to the Compensation Committee regarding the Company’s executive compensation programs and policies;
•administers those programs and policies as directed by the Committee;
•provides an ongoing review of the effectiveness of the compensation programs, including competitiveness and alignment with the Company’s objectives; and
•recommends changes to compensation programs if needed to help achieve program objectives.
The Committee meets regularly in executive session without management present to discuss compensation decisions and matters relating to the design and operation of the executive compensation program.
COMPENSATION CONSULTANT
The Compensation Committee retained Pay Governance LLC as the compensation consultant for fiscal 2023. The consultant assists the Committee’s development and evaluation of compensation policies and practices and the Committee’s determinations of compensation awards through various services, including providing third-party data, advice and expertise on proposed executive compensation awards and plan designs; reviewing briefing materials prepared by management and outside advisers; and advising the Committee on the matters included in these materials and preparing its own analysis of compensation matters.
The Committee considers input from the consultant as one factor in making decisions on compensation matters, along with information and analyses it receives from management and its own judgment and experience.
The Committee has adopted a policy requiring its consultant to be independent of Company management. The Committee performs an annual assessment of the consultant’s independence to determine whether the consultant is independent. The Committee assessed Pay Governance LLC’s independence in November 2023 and confirmed that the firm’s work has not raised any conflict of interest and the firm is independent. Pay Governance LLC does not provide any services to the Company other than the services provided to the Compensation Committee.
Fiscal 2023 Compensation Decisions
This section discusses the specific decisions made by the Compensation Committee in fiscal 2023. These decisions were made taking into consideration shareholder feedback received as members of management and the Board engaged in outreach to shareholders. The Board took several actions in response to the shareholder feedback received.
2023 ANNUAL INCENTIVE PLAN
PERFORMANCE GOALS
The Compensation Committee normally develops performance goals for each fiscal year early in that year and evaluates performance against those goals after the fiscal year has ended to arrive at its compensation decisions.
ANNUAL INCENTIVE GOALS
Annual Incentive Financial Performance
In November 2022, the Compensation Committee reviewed the annual performance-based bonus program. The Committee determined to retain the financial measures and relative weights for calculating the portion of the NEOs bonuses that is based on financial performance as follows:
•adjusted segment operating income—50%
•adjusted revenue—25%
•adjusted after-tax free cash flow—25%
The Committee also developed performance ranges for each of the measures in November 2022. These ranges are used to determine the multiplier that is applied to 70% of each NEO’s target bonus. The overall financial performance multiple is equal to the weighted average of the performance multiples for each of these three measures. The performance multiple for each measure is zero if performance is below the bottom of the range and varies from 35% at the low end of the range to a maximum of 200% at the top end of the range. The Committee believes the top of each range represents extraordinary performance and the bottom represents satisfactory performance, below which no award would be provided. In addition, 30% of each NEO’s target bonus is based on performance against key strategic goals for the Company, called “Other Performance Factors.” We believe the mix between key financial and strategic factors is appropriate, given the majority of the bonus opportunity is focused on Company financial performance, while still recognizing the importance that Other Performance Factors have on establishing a successful culture that supports the Company’s strategic goals.
With our desire to deliver strong results for our shareholders for fiscal 2023, the Committee meaningfully increased performance targets year-over-year for all three financial metrics (increases were 10% for adjusted revenue, 35% for adjusted segment operating income and more than 100% for adjusted after-tax free cash flow). In addition, in order to further drive performance in fiscal 2023, the Committee: (i) expanded the width of the performance range (i.e., the difference between the maximum performance and threshold performance) for adjusted after-tax free cash flow and (ii) increased the maximum performance and threshold performance for adjusted segment operating income and adjusted revenue, respectively. The following table shows the performance ranges approved by the Committee for fiscal 2023 and actual performance (dollars in millions):
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| Fiscal 2023 Performance Threshold | Fiscal 2023 Performance Target | Fiscal 2023 Performance Maximum | Fiscal 2023 Actual Performance | Fiscal 2023 Actual Performance Payout as % of Target |
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| Adjusted Segment Operating Income* | $9,957 | | $13,257 | | $16,300 | | $12,863 | | 92% |
| Adjusted Revenue | 82,857 | | 91,927 | | 97,973 | | 88,898 | | 78% |
| Adjusted After-Tax Free Cash Flow** | (1,552) | | 1,448 | | 4,448 | | 2,449 | | 133% |
* For purposes of the annual performance-based bonuses, “adjusted segment operating income” was defined as total segment operating income and reflects adjustments, if any, described under “Evaluating Performance” below. "Total segment operating income” consists of the total of segment operating income from each of our segments, which is equivalent to income from continuing operations before income taxes, adjusted for corporate and unallocated shared expenses, restructuring and impairment charges, A+E gain, net other income, net interest expense and amortization of TFCF Corporation (“TFCF”) and Hulu intangible assets and fair value step-up on film and television costs.
** For purposes of the annual performance-based bonuses, “adjusted after-tax free cash flow” was defined as cash provided by operations less investments in parks, resorts and other properties, all on a consolidated basis and reflects the adjustments described under “Evaluating Performance” below.
Other Performance Factors
For fiscal 2023, the Other Performance Factors for the fiscal 2023 annual bonus, developed by the Compensation Committee during the fiscal year, continued to emphasize the importance of diversity and inclusion, which had the highest weighting among the Other Performance Factors. The Committee established the following factors based on the strategic objectives of the Company:
•Diversity & Inclusion – Actively engage in creating a culture of respect for everyone, everywhere, at every level. Work to grow the diversity of our executives and managers to reflect the guests and audiences we serve. Support broadly resonant entertainment and experiences that reflect the world around us and help us develop meaningful relationships with our consumers.
•Collaboration on strategic priorities – Actively promote collaboration and synergy on key strategic priorities of the Company with a one-company mindset and drive clear accountabilities and partnership across all lines of business, in support of developing content and product for our key franchises, accelerating our direct-to-consumer initiatives and enabling the success of creative, operating and corporate teams.
•Efforts towards creativity & innovation – Drive Company growth through innovation and the creation of potential new sources of revenue while ensuring strong controls on costs and operational efficiencies.
Evaluating Performance
The Compensation Committee reviewed the overall operating results of the Company in fiscal 2023, evaluating them against the bonus plan performance ranges developed by the Committee early in the fiscal year. The Compensation Committee approved no adjustments to actual fiscal 2023 total segment operating income and revenue. After-tax free cash flow performance for incentive purposes was overall adjusted downward to exclude the content spend benefit of the Writers Guild of America and SAG-AFTRA work stoppages and the deferral in the timing of income tax payments as well as non-recurring items, such as restructuring payments.
In fiscal 2023, the Company achieved strong financial growth for all three financial metrics, even after ranges were significantly increased for fiscal 2023 and after-tax free cash flow was adjusted as discussed above. The financial performance achieved included: total segment operating income of $12,863 million, revenue of $88,898 million and adjusted after-tax free cash flow of $2,449 million. Based on these adjusted results and due to the increase in targets, the weighted financial performance factor was 99% in fiscal 2023 compared to a weighted financial performance factor of 159% in fiscal 2022. As referenced above, and in order to responsibly assess performance, management suggested, and the Committee decided, to adjust after-tax free cash flow downward to exclude the content spend benefit of the Writers Guild of America and SAG-AFTRA work stoppages and the deferral in the timing of income tax payments. Had the Committee not opted to adjust for these one-time events, after-tax free cash flow would have been $5,209 million and that portion of the bonus plan would have paid out at 200%. Overall, the weighted financial performance factor would have been 116%. Additional details regarding the performance of the Company are set forth in our Annual Report on Form 10-K for fiscal 2023.
With respect to the Other Performance Factors, the Committee recognizes that while we still have more work ahead of us, the NEOs delivered results on these key strategic objectives, including:
Diversity & Inclusion
•Adjusted pay ratios were over 99% for base pay for U.S. women and people of color. For more details on the adjusted pay ratio analysis and our commitment to expand pay ratio analyses further going forward, please see our Pay Ratio Dashboard on the “ESG Reporting” page of our Impact website.
•The Company expanded efforts to increase diverse representation, which helped produce year-over-year growth, especially at the executive and management levels. Representation for women increased 0.1 and 0.5 percentage points at the executive and management levels, respectively. Representation for people of color increased 1.0 percentage points at each of the executive and management levels. For more detailed results, please see our Diversity Dashboard on the “ESG Reporting” page of our Impact website. The Diversity Dashboard includes our commitment to further disclosures in the future.
•With the continuation of Disney Aspire, growth in a diverse talent pipeline of employees and leaders continues. In fiscal 2023, the Company promoted over 1,250 employees who were Aspire participants, with 59% being women and 41% being people of color.
•Continued to create and promote content with diversity both in front of and behind the camera such as Avatar: The Way of Water, Black Panther: Wakanda Forever, Guardians of the Galaxy Vol. 3, The Little Mermaid, Chevalier, Flamin’ Hot, Elemental and The Bear.
Collaboration on strategic priorities
•Successfully increased subscribers at Disney+ Core (+9.7M), Hulu (+1.3M) and ESPN+ (+1.7M) during fiscal 2023, which reflected strong technology and content collaboration.
•Drove a restructuring plan of $5.5 billion in target efficiencies, which required strong collaboration throughout the entire organization.
•Avatar: The Way of Water generated $2.3 billion in worldwide box office, is the third highest grossing film of all time, and garnered strong viewership on Disney+. In addition, in fiscal 2023 Experiences announced an Avatar experience planned for Disneyland.
•Launched Disney+ domestic ad tier, increasing ad sales revenue with strong subscriber usage of the tier, reflecting technology, advertising and content collaboration.
Efforts towards creativity & innovation
•Launched several new innovative attractions, including TRON Lightcycle at Walt Disney World, as well as Mickey & Minnie’s Runaway Railway, Toontown refresh and San Fransokyo Square at Disneyland Resort.
•Finalized a 10-year licensing deal with PENN Entertainment for the launch of an ESPN-branded sports betting platform, ESPN Bet, with an aim to increase fan engagement, brand loyalty and monetization.
•Launched first-ever, fully animated, live NHL game simulcast leveraging Disney Channel’s Big City Greens.
See tabular disclosure for each NEO below under “Executive Compensation — Compensation Discussion and Analysis — Individual Compensation Decisions” for additional information regarding key contributions and accomplishments of each NEO.
2023 EQUITY AWARDS
The Compensation Committee structures equity awards to directly reward long-term gains in shareholder value. Equity awards carry vesting terms that now extend for three years and include PBUs whose value depends on Company performance, including performance relative to the S&P 500. These awards provide incentives to create and sustain long-term growth in shareholder value.
Key Features:
•Combined value of options, performance units and time-based units determined by the Committee in light of employment agreement provisions, competitive market conditions, evaluation of executive’s performance and CEO recommendation (except awards for the CEO)
•Allocation of annual awards for CEO: 60% PBUs and 40% stock options
•Allocation of annual awards for other NEOs in fiscal 2023 (based on award value): 50% PBUs; 25% time-based restricted stock units (“RSUs”); 25% stock options. For most equity recipients other than the executive officers, the fiscal 2023 annual grant was split into two equal installments, with the first half being granted on December 15, 2022 and the second half being granted on July 17, 2023. As both Mr. Lansberry and Ms. Coleman were not serving as executive officers at the time of the first installment of the annual grant, consistent with the treatment for most equity recipients other than the executive officers, they received their fiscal 2023 equity awards in two equal installments. As fiscal 2023 awards relate to time in their prior roles, Mr. Lansberry and Ms. Coleman received their equity in the allocation typical of executives at their respective levels. Mr. Lansberry’s award was allocated as 70% RSUs and 30% stock options (i.e. the standard Executive Vice President allocation) and Ms. Coleman’s award was allocated as 100% RSUs (i.e. the standard Senior Vice President allocation). Ms. Coleman received a promotion award in June in connection with her promotion to Senior Executive Vice President and Chief Human Resources Officer, which was delivered with the same allocation as other NEOs: 50% PBUs; 25% RSUs; 25% stock options.
Time-Based Restricted Stock Units
•RSUs provide retention value to our senior executives and align interests with our shareholders.
•RSUs vest one-third per year.
•In fiscal 2023, Mr. Iger did not receive RSUs as part of his equity allocation. Other NEOs receive 25% of their total equity value in RSUs.
Stock Options
•Stock options incentivize sustained growth in long-term stock appreciation and align interests with our shareholders.
•Exercise price equal to average of the high and low trading prices on day of award.
•Option re-pricing without shareholder approval is prohibited.
•Options have a ten-year term from the grant date.
•Options vest one-third per year.
•Mr. Iger receives 40% of his total equity value in stock options. Other NEOs receive 25% of their total equity value in Stock Options.
Performance-Based Restricted Stock Units
•PBUs align pay and performance by ensuring that shares are only earned when certain performance criteria are met. 50% of PBUs vest based on TSR performance relative to the S&P 500; 50% of PBUs vest based on ROIC performance.
•Performance is measured over a three-year performance period (two-year performance period for Mr. Iger in fiscal 2023). As financial uncertainties related to the pandemic have mostly abated, the portion of fiscal 2023 PBUs vesting subject to ROIC performance have a single 3-year performance period. In fiscal 2020 - 2022, PBUs vesting subject to ROIC performance had three 1-year performance periods.
•Starting with fiscal 2022 awards, payout ranges from 0% if performance is under threshold to up to 200% if performance is at maximum.
•For the portion vesting subject to TSR relative to the S&P 500, payout at target requires performance at the 55th percentile of the S&P 500.
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| Payout as a % of Target | Performance - TSR Percentile Relative to S&P 500 |
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Costs and expenses200% | 75th Percentile or Above |
| 100% | 55th Percentile |
| 50% | 25th Percentile |
| 0% | Below 25th Percentile |
•PBUs are denominated and settled in shares of Company stock.
•As pay-for-performance alignment is key to the Committee, PBUs are weighted the highest of the three equity vehicles. Mr. Iger receives 60% of his total equity value in PBUs. Other NEOs receive 50% of their total equity value in PBUs.
Recent PBU Payout Detail
PBUs Vested in Fiscal 2023
For awards granted in fiscal 2020 (December 2019) and vested in fiscal 2023 (December 2022), TSR performance relative to the S&P 500 was below threshold and therefore no payout was earned for 50% of the award. For the 50% of the award that vested subject to ROIC performance, there were three one-year performance periods for fiscal 2020, fiscal 2021 and fiscal 2022. Overall, fiscal 2020 PBUs paid out at:
•TSR Relative to S&P 500 Payout: 0% of target
•ROIC Payout: 99.35% of target
•Total Payout: 49.7% of target
The below-target payout underscores the Committee’s belief that this PBU structure strongly aligns pay and performance.
PBUs Vested in Fiscal 2024
For awards granted in fiscal 2021 (December 2020) and vested in fiscal 2024 (December 2023), TSR performance relative to the S&P 500 was below threshold and therefore no payout was earned for 50% of the award. For the 50% of the award that vested subject to ROIC performance, there were three one-year performance periods for fiscal 2021, fiscal 2022 and fiscal 2023. Overall, fiscal 2021 PBUs paid out at:
•TSR Relative to S&P 500 Payout: 0% of target
•ROIC Payout: 133.81% of target
•Total Payout: 66.9% of target
The below-target payout underscores the Committee’s belief that this PBU structure strongly aligns pay and performance.
Individual Compensation Decisions
ANNUAL COMPENSATION DECISIONS
The following table summarizes annual compensation decisions made by the Compensation Committee with respect to each of the NEOs. The Committee established the salary and performance-based bonus target multiple of salary for each of the NEOs early in the fiscal year following the processes described above. The final bonus award was calculated after the fiscal year ended using the financial performance factor of 99% described above. Given the enterprise-wide nature of the Other Performance Factors and the contributions of each currently employed NEO, the Committee established an Other Performance Factor for the NEOs listed in the following table below.
Severance for Mr. Chapek, who separated from the Company on November 20, 2022, conforms to the terms of his employment agreement. For more discussion of Mr. Chapek’s separation, including the rationale, see the section titled “Executive Compensation — Compensation Tables — Potential Payments and Rights on Termination or Change in Control.”
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| Salary | Performance-Based Bonus | Equity Awards |
| Fiscal Year End 2023 Annual Salary | Target | Financial Performance Factor1 | Other Performance Factor2 | Award Amount | Value3 | Target Performance Units3,4 | Time-Based Units4 | Options4 |
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Robert A. Iger5 | $1,000,000 | | $1,900,000 | | 99% | 145% | $2,140,000 | $26,103,448 | 181,592 | — | 278,699 |
Kevin A. Lansberry6 | 1,000,000 | | 588,561 | | 99% | N/A | 1,000,000 | 1,976,257 | — | 15,510 | 18,281 |
| Horacio E. Gutierrez | 1,330,000 | | 2,660,000 | | 99% | 145% | 3,000,000 | 7,206,862 | 38,819 | 18,147 | 48,292 |
| Kristina K. Schake | 780,000 | | 1,170,000 | | 99% | 125% | 1,250,000 | 1,852,537 | 9,205 | 5,045 | 13,426 |
Sonia L. Coleman7 | 750,000 | | 1,125,000 | | 99% | 139% | 1,250,000 | 2,036,279 | 4,893 | 15,831 | 6,654 |
Christine M. McCarthy8 | 2,070,000 | | 3,105,000 | | 99% | 91% | 3,000,000 | 12,953,949 | 69,516 | 32,745 | 87,143 |
1Multiplied by 70% of the target amount.
2Multiplied by 30% of the target amount.
3Includes ROIC portions of fiscal 2021 and 2022 PBUs.
4The number of restricted stock units and options was calculated from the value of the award as described in the table in the section titled “Executive Compensation — Compensation Tables — Fiscal 2023 Grants of Plan Based Awards Table.”
5Mr. Iger was appointed Chief Executive Officer effective November 20, 2022. In connection with his July 12, 2023 extension, Mr. Iger’s annual bonus target increased from 100% to 500% of base salary to further incentivize Company performance. For fiscal 2023, Mr. Iger’s target bonus was based on the sum of the pro-rated target bonus opportunity previously in effect and the pro-rated amended target bonus opportunity, which has been calculated to be 190% of base salary.
6Mr. Lansberry was appointed Interim Chief Financial Officer effective July 1, 2023. Base salary reflects annualized Interim amount approved by the Committee, while target bonus is prorated between Mr. Lansberry’s previous bonus target and his Interim Chief Financial Officer target. The decision on his performance-based bonus took into account his exemplary performance as Interim CFO.
7Ms. Coleman was appointed Senior Executive Vice President and Chief Human Resources Officer effective April 8, 2023.
8Ms. McCarthy began a leave of absence and ceased to serve as Senior Executive Vice President and Chief Financial Officer effective July 1, 2023. Ms. McCarthy’s target bonus has been pro-rated to reflect the three quarters she served as Senior Executive Vice President and Chief Financial Officer. For more discussion of the terms of Ms. McCarthy’s leave of absence, see the section titled “Executive Compensation — Compensation Tables — Potential Payments and Rights on Termination or Change in Control.”
The compensation set forth above and described below differs from the total compensation reported in the Summary Compensation Table as follows:
•The compensation set forth above does not include the change in pension value and non-qualified deferred compensation earnings, as these items do not reflect decisions made by the Committee during the fiscal year.
•The compensation set forth above does not include perquisites and benefits and other compensation, as these items are generally determined by contract and do not reflect decisions made by the Committee during the fiscal year.
The Compensation Committee’s determination on each of these matters was based on the recommendation of Mr. Iger (except in the case of his own compensation), the parameters established by the executive’s employment agreement and the factors described below. In determining equity awards, the Committee considered its overall long-term incentive guidelines for all executives, which, in the context of the competitive market for executive talent, attempt to balance the benefits of incentive compensation tied to performance of the Company’s common stock with the dilutive effect of equity compensation awards.
MR. IGER
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Net income (loss) from continuing operationsSALARY | (1,847)Mr. Iger’s 2023 annual salary was equal to the amount set in his employment agreement. |
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| PERFORMANCE-BASED BONUS | Target Bonus When Mr. Iger was hired by the Company on November 20, 2022, his annual bonus target was set at an amount equal to his base salary. In connection with his July 12, 2023 extension, Mr. Iger’s annual bonus target increased to five times his base salary to further incentivize Company performance. For fiscal 2023, Mr. Iger’s target bonus was based on the sum of the pro-rated target bonus opportunity previously in effect and the pro-rated amended target bonus opportunity, which has been calculated to be 1.9 times his base salary. Other Performance Factor The Compensation Committee applied a factor of 145% with respect to Other Performance Factors for Mr. Iger in fiscal 2023. Performance Highlights: •In fiscal 2023, we restructured the Company to restore creativity to the heart of the business. We implemented financial discipline across all of our operations, including over-achieving our target of identifying cost savings of $5.5 billion. •Studio led the global box office in calendar 2023, with four of the top 10 highest grossing films of the year. In fiscal 2023, Avatar: The Way of Water generated $2.3 billion in worldwide box office, the third highest box office of all time. •Mr. Iger created a Chief Brand Officer position, significantly enhancing the efficiency and effectiveness of our brand management process. •Mr. Iger assisted the Succession Planning Committee in ongoing leadership succession planning. •Disney was named one of “America’s Most Trustworthy Public Companies” by Newsweek and was #1 in a “Brand Intimacy Study” recognizing our power in building bonds with consumers. The Company was also named one of the “World’s Most Admired Companies” by Fortune, and Fast Company ranked Disney as one of the “Most Innovative Companies." |
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| EQUITY AWARD VALUE | The annual equity award value for Mr. Iger of $26,103,448 reflects 83% of his total annual compensation for fiscal 2023. Mr. Iger’s fiscal 2023 award was awarded 60% as PBUs and 40% as stock options. The annual equity award value includes the fiscal 2023 ROIC portion of Mr. Iger’s fiscal 2021 and 2022 awards. |
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MR. LANSBERRY
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| SALARY | The Committee set Mr. Lansberry’s 2023 annual salary upon his appointment as Interim Chief Financial Officer. |
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| PERFORMANCE-BASED BONUS | Target Bonus Mr. Lansberry’s target bonus of $588,561 reflects a pro-ration of his bonus target as both CFO of our Experiences segment and Interim CFO of the Company. Other Performance Factor The Compensation Committee did not apply an Other Performance Factor for Mr. Lansberry as he was in his role on an interim basis. Based on the recommendation of Mr. Iger, the Compensation Committee approved Mr. Lansberry's bonus to recognize his contributions while serving as Interim CFO. Performance Highlights: •Showed exemplary leadership and decision making on behalf of the Company during his tenure as Interim CFO. •Successfully refinanced the Company’s $5.25 billion 364-day revolving credit facility, with comparable pricing terms. •Successfully negotiated amendment to Hulu put/call provision with Comcast. •Continued to align real estate footprint and projects with business priorities and objective of promoting creativity and collaboration through in-person work. •Ranked #1 in our industry in Institutional Investor’s rankings across the board, including for Investor Relations program and Investor/Analysts Event. |
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| EQUITY AWARD VALUE | The annual equity award value of $1,976,257 for Mr. Lansberry reflects 50% of his total annual compensation for fiscal 2023. The value of Mr. Lansberry’s fiscal 2023 equity awards was set when he was CFO of our former Parks, Experiences and Products segment, and was granted in two equal installments on December 15, 2022 and July 17, 2023. Mr. Lansberry’s fiscal 2023 award was awarded 70% as RSUs and 30% as stock options. |
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MR. GUTIERREZ
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| SALARY | The Committee increased Mr. Gutierrez’s 2023 annual salary by 2.3% to reflect changes in the market for executive talent and his continued outstanding performance. |
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| PERFORMANCE-BASED BONUS | Target Bonus As set forth in his employment agreement, Mr. Gutierrez’s target bonus for fiscal 2023 is equal to two times his fiscal year-end salary. Other Performance Factor The Compensation Committee applied a factor of 145% with respect to Other Performance Factors for Mr. Gutierrez in fiscal 2023. In fiscal 2022 the Other Performance Factor was 114%. Performance Highlights: •Continued promotion of diversity and inclusion in the Legal and Global Affairs department, resulting in positive trends within the Legal and Global Affairs department for promotions and new hires among women and people of color. •Advised on corporate governance and public policy issues. •Oversaw the regulatory work associated with launches of our DTC products. •Mapped out strategy to protect Disney content as generative artificial intelligence services proliferate and move towards video content, including identifying key services that may have the most impact on Disney content from an infringement perspective. •Continued leadership of the Company’s legal and public policy positions on litigation matters, transactions and regulatory developments. |
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| EQUITY AWARD VALUE | The annual equity award value of $7,206,862 for Mr. Gutierrez reflects 62% of his total annual compensation for fiscal 2023. Mr. Gutierrez’s fiscal 2023 award was awarded 50% as PBUs, 25% as RSUs and 25% as stock options. The annual equity award value includes the fiscal 2023 ROIC portion of Mr. Gutierrez’s fiscal 2022 award. |
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MS. SCHAKE
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| SALARY | The Committee increased Ms. Schake’s 2023 annual salary in January 2023 by 2.0% to reflect changes in the market for executive talent and her continued outstanding performance. In connection with her contract extension and with the addition of Corporate Social Responsibility to her scope, the Committee increased Ms. Schake’s base salary by an additional 5.5% given performance and market positioning. |
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| PERFORMANCE-BASED BONUS | Target Bonus As set forth in her employment agreement, Ms. Schake’s target bonus for fiscal 2023 is equal to 1.5 times her fiscal year-end salary. Other Performance Factor The Compensation Committee applied a factor of 125% with respect to Other Performance Factors for Ms. Schake in fiscal 2023. In fiscal 2022 the Other Performance Factor was 114%. Performance Highlights: •Created a communications task force across key divisions to advise on major PR initiatives, including resetting narratives through media relations and executive engagement. •Led significant efforts to protect and enhance the Company’s reputation with a wide range of stakeholders. •Realigned communications teams to streamline functions for greater efficiency and effectiveness, enabling a more unified, collaborative and nimble approach to drive business success. |
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| EQUITY AWARD VALUE | The annual equity award value of $1,852,537 for Ms. Schake reflects 47% of her total annual compensation for fiscal 2023. Ms. Schake’s fiscal 2023 award was awarded 50% as PBUs, 25% as RSUs and 25% as stock options. The annual equity award value includes the fiscal 2023 ROIC portion of Ms. Schake’s fiscal 2022 award. |
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MS. COLEMAN
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Net income (loss)SALARY | The Committee set Ms. Coleman’s 2023 annual salary upon her promotion to Senior Executive Vice President and Chief Human Resources Officer. |
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Net income (loss) attributablePERFORMANCE-BASED BONUS | Target Bonus As set forth in her employment agreement, Ms. Coleman’s target bonus for fiscal 2023 is equal to TWDC shareholders1.5 times her fiscal year-end salary. Other Performance Factor The Compensation Committee applied a factor of 139% with respect to Other Performance Factors for Ms. Coleman in fiscal 2023. Performance Highlights: •Bolstered outreach and engagement to amplify the Company’s brand in an authentic manner in order to attract top, diverse talent from underrepresented communities. •Provided leadership through the company-wide strategic transformation and cost reduction efforts in fiscal 2023. •Launched a team, partnering with technology and legal, to identify opportunities to integrate and enable technology within human resources to drive efficiencies and elevate the overall employee and human resources experience. |
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| EQUITY AWARD VALUE | The total equity award value of $2,036,279 for Ms. Coleman reflects 51% of her total annual compensation for fiscal 2023, reflecting the annual equity award for her previous role as Senior Vice President, Human Resources for our Television businesses, which was granted in two equal installments on December 15, 2022 and July 17, 2023 and was awarded 70% in RSUs and 30% in stock options. In addition, in connection with her promotion, Ms. Coleman received additional grants of RSUs, PBUs and options on June 23, 2023, which was awarded 50% as PBUs, 25% as RSUs and 25% as stock options. |
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| Balance Sheet (in millions) | October 2, 2021 | | October 3, 2020 |
| Current assets | $ | 9,506 | | $ | 12,899 |
| Noncurrent assets | 1,689 | | 2,076 |
| Current liabilities | 6,878 | | 6,155 |
| Noncurrent liabilities (excluding intercompany to non-Guarantors) | 51,439 | | 57,809 |
| Intercompany payables to non-Guarantors | 147,629 | | 146,748 |
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MS. MCCARTHY
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| SALARY | The Committee increased Ms. McCarthy’s 2023 annual salary by 3.5% to reflect changes in the market for executive talent. |
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| PERFORMANCE-BASED BONUS | Target Bonus As set forth in her employment agreement, Ms. McCarthy’s target bonus for fiscal 2023 is equal to two times her fiscal year-end salary. As Ms. McCarthy began a leave of absence on July 1, 2023, her fiscal 2023 target bonus has been pro-rated 75% to reflect the period of fiscal 2023 she served as Senior Executive Vice President and Chief Financial Officer. Other Performance Factor The Compensation Committee applied a factor of 91% with respect to Other Performance Factors for Ms. McCarthy in fiscal 2023. In fiscal 2022 the Other Performance Factor was 114%. |
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| EQUITY AWARD VALUE | The annual equity award value of $12,953,949 for Ms. McCarthy reflects 71% of her total annual compensation for fiscal 2023. Ms. McCarthy’s fiscal 2023 award was awarded 50% as PBUs, 25% as RSUs and 25% as stock options. The annual equity award value includes the fiscal 2023 ROIC portion of Ms. McCarthy’s fiscal 2021 and 2022 awards. |
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We believeOther Compensation Information
Risk Management Considerations
The Compensation Committee believes that the applicationfollowing features of performance-based bonus and equity programs appropriately incentivize the following accounting policies, whichcreation of long-term shareholder value while discouraging behavior that could lead to excessive risk:
•Financial Performance Measures. The financial metrics used to determine the amount of an executive’s bonus are importantmeasures the Committee believes drive long-term shareholder value. The ranges set for these measures are intended to ourreward success without encouraging excessive risk-taking.
•Limit on Bonus. The overall bonus opportunity is not expected to exceed two times the target amount, no matter how much financial position and results of operations, require significant judgments and estimates onperformance exceeds the part of management. For a summary of our significant accounting policies, including the accounting policies discussed below, see Note 2 to the Consolidated Financial Statements.
Produced and Acquired/Licensed Content Costs
We amortize and test for impairment capitalized film and television production costs based on whether the content is predominantly monetized individually or as a group. See Note 2 to the Consolidated Financial Statements for further discussion.
Production costs that are classified as individual are amortized based upon the ratio of the current period’s revenues to the estimated remaining total revenues (Ultimate Revenues).
With respect to produced films intended for theatrical release, the most sensitive factor affecting our estimate of Ultimate Revenues is theatrical performance. Revenues derived from other markets subsequent to the theatrical release are generally highly correlated with theatrical performance. Theatrical performance varies primarily based upon the public interest and demand for a particular film, the popularity of competing films at the time of release and the level of marketing effort. Upon a film’s release and determination of the theatrical performance, the Company’s estimates of revenues from succeeding windows and markets, which may include imputed license fees for content that is used on our DTC streaming services, are revised based on historical relationships and an analysis of current market trends.
With respect to capitalized television production costs that are classified as individual, the most sensitive factors affecting estimates of Ultimate Revenues are program ratings of the content on our licensees’ platforms. Program ratings, which are an indication of market acceptance, directly affect the program’s ability to generate advertising and subscriber revenues and are correlated with the license fees we can charge for the content in subsequent windows and for subsequent seasons.
Ultimate Revenues are reassessed each reporting period and the impact of any changes on amortization of production cost is accounted for as if the change occurredranges established at the beginning of the current fiscal year.
•Equity Vesting Periods. Performance-based stock units generally vest in three years. Time-based stock units and options vest annually for up to four years and options remain exercisable for ten years. These periods are designed to reward sustained performance over several periods, rather than performance in a single period.
•Equity Retention Guidelines. NEOs are required to acquire within five years of becoming an executive officer and hold as long as they are executive officers of the Company, shares (including restricted stock units) having a value of at least three times their base salary amounts, or five times in the case of the Chief Executive Officer. If our estimatethese levels have not been reached, these officers are required to retain ownership of Ultimate Revenues decreases, amortizationshares representing at least 75% of costs may be acceleratedthe net after-tax gain (100% in the case of the Chief Executive Officer) realized on exercise of options for a minimum of twelve months.
•No Hedging or result in an impairment. Conversely, if our estimatePledging. The Company’s insider trading compliance program prohibits members of Ultimate Revenues increases, cost amortization may be slowed.the Board of Directors, NEOs and all other employees subject to the Company’s insider trading compliance program from entering into any transaction designed to hedge, or having the effect of hedging, the economic risk of owning the Company’s securities and prohibits certain persons, including members of the Board of Directors and the NEOs, from pledging Company securities.
Produced content costs that are part•Clawback Policy. In connection with the SEC’s and NYSE’s recently-approved rules requiring adoption of a group and acquired/licensed content costs are amortized based on projected usage typically resulting in an accelerated or straight-line amortization pattern. The determinationclawback policy applicable to incentive-based compensation for Section 16 officers of projected usage requires judgement and is reviewed periodically for changes. If projected usage changes we may need to accelerate or slowlisted companies, the recognition of amortization expense.
The amortization of multi-year sports rights is based on our projections of revenues over the contract period, which include advertising revenue and an allocation of affiliate revenue (relative value). If the annual contractual payments related to each season approximate each season’s estimated relative value, we expense the related contractual payments during the applicable season. If estimated relative values by year were to change significantly, amortization of our sports rights costs may be accelerated or slowed.
Revenue Recognition
The Company has revenue recognition policies for its various operating segmentsadopted The Walt Disney Company Clawback Policy, and current Section 16 officers of the Company have agreed in writing that employment agreements and other compensation agreements and plans are appropriatesubject to the circumstances of each business. Refer to Note 2 topolicy. Under such policy, if the Consolidated Financial Statements for our revenue recognition policies.
Pension and Postretirement Medical Plan Actuarial Assumptions
The Company’s pension and postretirement medical benefit obligations and related costs are calculated using a number of actuarial assumptions. Two critical assumptions, the discount rate and the expected return on plan assets, are important elements of expense and/or liability measurement, which we evaluate annually. Other assumptions include the healthcare cost trend rate and employee demographic factors such as retirement patterns, mortality, turnover and rate of compensation increase.
The discount rate enables us to state expected future cash payments for benefits as a present value on the measurement date. A lower discount rate increases the present value of benefit obligations and increases pension and postretirement medical expense. The guideline for setting this rate is a high-quality long-term corporate bond rate. We increased our discount rate to 2.88% at the end of fiscal 2021 from 2.82% at the end of fiscal 2020 to reflect market interest rate conditions at our fiscal 2021 year-end measurement date. The Company’s discount rate was determined by considering yield curves constructed of a large population of high-quality corporate bonds and reflects the matching of the plans’ liability cash flows to the yield curves. A one percentage point decrease in the assumed discount rate would increase total benefit expense for fiscal 2022 by approximately $341 million and would increase the projected benefit obligation at October 2, 2021 by approximately $4.0 billion. A one percentage point increase in the assumed discount rate would decrease total benefit expense and the projected benefit obligation by approximately $292 million and $3.4 billion, respectively.
To determine the expected long-term rate of return on the plan assets, we consider the current and expected asset allocation, as well as historical and expected returns on each plan asset class. Our expected return on plan assets is 7.00%. A lower expected rate of return on plan assets will increase pension and postretirement medical expense. A one percentage point change in the long-term asset return assumption would impact fiscal 2022 annual expense by approximately $175 million.
Goodwill, Other Intangible Assets, Long-Lived Assets and Investments
The Company is required to test goodwill and other indefinite-lived intangible assets for impairment on an annual basis and if current events or circumstances require, on an interim basis. The Company performsrestate its annual test of goodwill and indefinite-lived intangible assets for impairment in its fiscal fourth quarter.
Goodwill is allocatedfinancial results due to variousmaterial noncompliance with financial reporting units, which are an operating segment or one level belowrequirements under the operating segment. To test goodwill for impairment,securities laws, the Company first performs a qualitative assessmentwill recoup any erroneously awarded incentive-based compensation from the Company’s current and former executive officers. Further, under the 2011 Stock Incentive Plan approved at the Company’s 2020 Annual Meeting, equity awards pursuant to determine if itthe plan may be clawed back where there is more likely than not thatreputational or financial harm to the carrying amountCompany, even in the absence of a reporting unit exceeds its fair value. If it is,restatement.
Equity awards are generally approved on dates the Compensation Committee meets. Committee meetings are normally scheduled well in advance and are not scheduled with an eye to announcements of material information regarding the Company. The Committee may make an award with an effective date in the future, including awards contingent on commencement of employment, execution of a quantitative assessment is required. Alternatively,new employment agreement or some other subsequent event, or may act by unanimous written consent on the Company may bypassdate of such an event when the qualitative assessment and perform a quantitative impairment test.
The qualitative assessment requiresproposed issuances have been reviewed by the consideration of factors such as recent market transactions, macroeconomic conditions, and changes in projected future cash flowsCommittee prior to the date of the reporting unit.event.
The quantitative assessment comparesAt the fair value of each goodwill reporting unit toCompensation Committee’s request, management conducted its carrying amount, and to the extent the carrying amount exceeds the fair value, an impairment of goodwill is recognized for the excess up to the amount of goodwill allocated to the reporting unit.
In fiscal 2021, the Company bypassed the qualitative test and performed a quantitative assessment of goodwill for impairment.
The impairment test for goodwill requires judgment related to the identification of reporting units, the assignment of assets and liabilities to reporting units including goodwill, and the determination of fair value of the reporting units. To determine the fair value of our reporting units, we apply what we believe to be the most appropriate valuation methodology for each of our reporting units. We generally use a present value technique (discounted cash flows) corroborated by market multiples when available and as appropriate. The discounted cash flow analyses are sensitive to our estimates of future revenue growth and margins for these businesses as well as the discount rates used to calculate the present value of future cash flows. In times of adverse economic conditions in the global economy, the Company’s long-term cash flow projections are subject to a greater degree of uncertainty than usual. We believe our estimates are consistent with how a marketplace participant would value our reporting units. If we had established different reporting units or utilized different valuation methodologies or assumptions, the impairment test results could differ, and we could be required to record impairment charges.
To test its other indefinite-lived intangible assets for impairment, the Company first performs a qualitative assessment to determine if it is more likely than not that the carrying amount of each of its indefinite-lived intangible assets exceeds its fair value. If it is, a quantitative assessment is required. Alternatively, the Company may bypass the qualitative assessment and perform a quantitative impairment test.
The qualitative assessment requires the consideration of factors such as recent market transactions, macroeconomic conditions, and changes in projected future cash flows.
The quantitative assessment compares the fair value of an indefinite-lived intangible asset to its carrying amount. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized for the excess. Fair values of indefinite-lived intangible assets are determined based on discounted cash flows or appraised values, as appropriate.
The Company tests long-lived assets, including amortizable intangible assets, for impairment whenever events or changes in circumstances (triggering events) indicate that the carrying amount may not be recoverable. Once a triggering event has occurred, the impairment test employed is based on whether the Company’s intent is to hold the asset for continued use or to hold the asset for sale. The impairment test for assets held for use requires a comparison of the estimated undiscounted future cash flows expected to be generated over the useful life of the significant assets of an asset group to the carrying amount of the asset group. An asset group is generally established by identifying the lowest level of cash flows generated by a group of assets that are largely independent of the cash flows of other assets and could include assets used across multiple businesses. If the carrying amount of an asset group exceeds the estimated undiscounted future cash flows, an impairment would be measured as the difference between the fair value of the asset group and the carrying amount of the asset group. For assets held for sale, to the extent the carrying amount is greater than the asset’s fair value less costs to sell, an impairment loss is recognized for the difference. Determining whether a long-lived asset is impaired requires various estimates and assumptions, including whether a triggering event has occurred, the identification of asset groups, estimates of future cash flows and the discount rate used to determine fair values.
The Company has investments in equity securities. For equity securities that do not have a readily determinable fair value, we consider forecasted financial performance of the investee companies, as well as volatility inherent in the external markets for these investments. If these forecasts are not met, impairment charges may be recorded.
The Company recorded non-cash impairment charges of $0.3 billion and $5.2 billion in fiscal 2021 and 2020, respectively.
The fiscal 2021 charges primarily related to the closure of an animation studio and a substantial number of our Disney-branded retail stores in North America and Europe.
The fiscal 2020 impairment charges primarily related to impairments of MVPD agreement intangible assets ($1.9 billion) and goodwill ($3.1 billion) at the International Channels’ business. See Note 19 to the Consolidated Financial Statements for additional discussion of these impairment charges.
Allowance for Credit Losses
We evaluate our allowance for credit losses and estimate collectability of accounts receivable based on historical bad debt experience, ourannual assessment of the financial condition of individual companies with which we do business, current market conditions, and reasonable and supportable forecasts of future economic conditions. In times of economic turmoil, including COVID-19, our estimates and judgments with respect to the collectabilityrisk profile of our receivables are subject to greater uncertainty thancompensation programs in more stable periods. If our estimate of uncollectible accounts is too low, costs and expenses may increase in future periods, and if it is too high, costs and expenses may decrease in future periods. See Note 3 to the Consolidated Financial Statements for additional discussion.
Contingencies and Litigation
We are currently involved in certain legal proceedings and, as required, have accrued estimatesNovember 2023. The assessment included an inventory of the probable and estimable losses for the resolution of these proceedings. These estimates are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies and have been developed in consultation with outside counsel as appropriate. From time to time, we are also involved in other contingent matters for which we accrue estimates for a probable and estimable loss. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially affected by changes in our assumptions or the effectiveness of our strategies related to legal proceedings or our assumptions regarding other contingent matters. See Note 15 to the Consolidated Financial Statements for more detailed information on litigation exposure.
Income Tax
As a matter of course, the Company is regularly audited by federal, state and foreign tax authorities. From time to time, these audits result in proposed assessments. Our determinations regarding the recognition of income tax benefits are made in consultation with outside tax and legal counsel, where appropriate, and are based upon the technical merits of our tax positions in consideration of applicable tax statutes and related interpretations and precedents and upon the expected outcome of proceedings (or negotiations) with taxing and legal authorities. The tax benefits ultimately realized by the Company may differ from those recognized in our future financial statements based on a number of factors, including the Company’s decision to
settle rather than litigate a matter, relevant legal precedent related to similar matters and the Company’s success in supporting its filing positions with taxing authorities.
Impacts of COVID-19 on Accounting Policies and Estimates
In light of the currently unknown ultimate duration and severity of COVID-19, we face a greater degree of uncertainty than normal in making the judgments and estimates needed to apply our significant accounting policies and make changes to these estimates and judgements over time. This could result in meaningful impacts to our financial statements in future periods. A more detailed discussion of the impact of COVID-19 on the Accounting Policies and Estimates follows.
Produced and Acquired/Licensed Content Costs
Certain of our completed or in progress film and television productions have had their initial release dates delayed. The duration of the delay, market conditions when we release the content, or a change in our release strategy (e.g. bypassing certain distribution windows) could have an impact on Ultimate Revenues, which may accelerate amortization or result in an impairment of capitalized film and television production costs.
Given the ongoing uncertainty around live sporting events continuing uninterrupted, the amount and timing of revenues derived from the broadcast of these events may differ from the projections of revenues that support our amortization pattern of the rights costs we pay for these events. Such changes in revenues could result in an acceleration or slowing of the amortization of our sports rights costs.
Revenue Recognition
Certain of our affiliate contracts contain commitments with respect to the content to be aired on our television networks (e.g. live sports or original content). If there are delays or cancellations of live sporting events or disruptions to film and television content production activities, we may need to assess the impact on our contractual obligations and adjust the revenue that we recognize related to these contracts.
Goodwill, Other Intangible Assets, Long-Lived Assets and Investments
Given the ongoing impacts of COVID-19 across our businesses, the projected cash flows that we use to assess the fair value of our businesses and assets for purposes of impairment testing are subject to greater uncertainty than normal. If in the future we reduce our estimate of cash flow projections, we may need to impair some of these assets.
Prior to the Company’s reorganization in October 2020, the former Direct-to-Consumer & International segment included an International Channels reporting unit, which was comprisedcompensation programs at each of the Company’s international television networks. Our international television networks primarily derive revenues from affiliate fees charged to MVPDs for the right to deliver our programming under multi-year licensing agreementssegments and the salesan evaluation of advertising time/spacewhether any program contained elements that created risks that could have a material adverse impact on the networks.
InCompany. Management provided the third quarterresults of fiscal 2020, we assessedthis assessment to Pay Governance LLC, the International Channels’ long-lived assetsCommittee’s compensation consultant, which evaluated the findings and goodwill for impairment and recorded impairments of $1.9 billion primarily related to MVPD agreement intangible assets and $3.1 billion related to goodwill.
As of October 2, 2021,reviewed them with the remaining balance of our international MVPD agreement intangible assets was $2.2 billion, primarily related to our channel businesses in Latin America and India.
See Note 19 to the Consolidated Financial Statements for discussion of the impairment tests performed in the third quarter of fiscal 2020.
Risk Management Contracts
The Company employs a variety of financial instruments (derivatives) including interest rate and cross-currency swap agreements and forward and option contracts to manage its exposure to fluctuations in interest rates, foreign currency exchange rates and commodity prices.
Committee. As a result of this review, the impact of COVID-19 on our businesses, our projected cash flows or projected usage of commodities are subject to a greater degree of uncertainty, which may cause us to recognize gains or losses on our hedging instruments in different periods thanCommittee determined that the hedged transaction.
New Accounting Pronouncements
See Note 20 torisks arising from the Consolidated Financial Statements for information regarding new accounting pronouncements.
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for “forward-looking statements” made by or on behalf of the Company. We may from time to time make written or oral statements that are “forward-looking,” including statements contained in this reportCompany’s policies and other filings with the Securities and Exchange Commission and in reports to our
shareholders. Such statements may, for example, express expectations, projections, estimates, plans or future impacts; actions that we may take (or not take); developments beyond our control, including changes in domestic or global economic conditions; or other statements thatpractices are not historical in nature. All forward-looking statements are made on the basis of management’s views and assumptions regarding future events and business performance as of the time the statements are made and the Company does not undertake any obligation to update its disclosure relating to forward-looking matters. Actual results may differ materially from those expressed or implied due to a variety of important factors, many of which are beyond our control. In addition to the factors affecting specific business operations identified in connection with the description of these operations and the financial results of these operations elsewhere in our filings with the SEC, the most significant factors affecting these expectations, which may be revised or supplemented in subsequent reports we file with the SEC, are set forth under Item 1A – Risk Factors of this Report on Form 10-K as well as in this Item 7 - Management’s Discussion and Analysis and Item 1 - Business.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to the impact of interest rate changes, foreign currency fluctuations, commodity fluctuations and changes in the market values of its investments.
Policies and Procedures
In the normal course of business, we employ established policies and procedures to manage the Company’s exposure to changes in interest rates, foreign currencies and commodities using a variety of financial instruments.
Our objectives in managing exposure to interest rate changes are to limit the impact of interest rate volatility on earnings and cash flows and to lower overall borrowing costs. To achieve these objectives, we primarily use interest rate swaps to manage net exposure to interest rate changes related to the Company’s portfolio of borrowings. By policy, the Company targets fixed-rate debt as a percentage of its net debt between minimum and maximum percentages.
Our objective in managing exposure to foreign currency fluctuations is to reduce volatility of earnings and cash flow in order to allow management to focus on core business issues and challenges. Accordingly, the Company enters into various contracts that change in value as foreign exchange rates change to protect the U.S. dollar equivalent value of its existing foreign currency assets, liabilities, commitments and forecasted foreign currency revenues and expenses. The Company utilizes option strategies and forward contracts that provide for the purchase or sale of foreign currencies to hedge probable, but not firmly committed, transactions. The Company also uses forward and option contracts to hedge foreign currency assets and liabilities. The principal foreign currencies hedged are the euro, Japanese yen, British pound, Chinese yuan and Canadian dollar. Cross-currency swaps are used to effectively convert foreign currency denominated borrowings to U.S. dollar denominated borrowings. By policy, the Company maintains hedge coverage between minimum and maximum percentages of its forecasted foreign exchange exposures generally for periods not to exceed four years. The gains and losses on these contracts offset changes in the U.S. dollar equivalent value of the related exposures. The economic or political conditions in a country could reduce our ability to hedge exposure to currency fluctuations in the country or our ability to repatriate revenue from the country.
Our objectives in managing exposure to commodity fluctuations are to use commodity derivatives to reduce volatility of earnings and cash flows arising from commodity price changes. The amounts hedged using commodity swap contracts are based on forecasted levels of consumption of certain commodities, such as fuel oil and gasoline.
It is the Company’s policy to enter into foreign currency and interest rate derivative transactions and other financial instruments only to the extent considered necessary to meet its objectives as stated above. The Company does not enter into these transactions or any other hedging transactions for speculative purposes.
Value at Risk (VAR)
The Company utilizes a VAR model to estimate the maximum potential one-day loss in the fair value of its interest rate, foreign exchange, commodities and market sensitive equity financial instruments. The VAR model estimates were made assuming normal market conditions and a 95% confidence level. Various modeling techniques can be used in a VAR computation. The Company’s computations are based on the interrelationships between movements in various interest rates, currencies, commodities and equity prices (a variance/co-variance technique). These interrelationships were determined by observing interest rate, foreign currency, commodity and equity market changes over the preceding quarter for the calculation of VAR amounts at each fiscal quarter end. The model includes all of the Company’s debt as well as all interest rate and foreign exchange derivative contracts, commodities and market sensitive equity investments. Forecasted transactions, firm commitments, and accounts receivable and payable denominated in foreign currencies, which certain of these instruments are intended to hedge, were excluded from the model.
The VAR model is a risk analysis tool and does not purport to represent actual losses in fair value that will be incurred by the Company, nor does it consider the potential effect of favorable changes in market factors.
VAR on a combined basis increased to $364 million at October 2, 2021 from $323 million at October 3, 2020.
The estimated maximum potential one-day loss in fair value, calculated using the VAR model, is as follows (unaudited, in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal 2021 | | Interest Rate
Sensitive
Financial
Instruments | | Currency
Sensitive
Financial
Instruments | | Equity
Sensitive
Financial
Instruments | | Commodity Sensitive Financial Instruments | | Combined
Portfolio |
| Year end fiscal 2021 VAR | | $ | 357 | | $ | 44 | | $ | 37 | | $ | 1 | | $ | 364 |
| Average VAR | | 342 | | 34 | | 48 | | 1 | | 345 |
| Highest VAR | | 380 | | 44 | | 65 | | 1 | | 372 |
| Lowest VAR | | 290 | | 23 | | 37 | | 1 | | 296 |
| Year end fiscal 2020 VAR | | 304 | | 29 | | 81 | | 1 | | 323 |
The VAR for Hong Kong Disneyland Resort and Shanghai Disney Resort is immaterial as of October 2, 2021 and accordingly has been excluded from the above table.
ITEM 8. Financial Statements and Supplementary Data
See Index to Financial Statements and Supplemental Data on page 63.ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
ITEM 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and made known to the officers who certify the Company’s financial reports and to other members of senior management and the Board of Directors as appropriate to allow timely decisions regarding required disclosure.
Based on their evaluation as of October 2, 2021, the principal executive officer and principal financial officer of the Company have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective.
Management’s Report on Internal Control Over Financial Reporting
Management’s report set forth on page 64 is incorporated herein by reference.Changes in Internal Controls
There have been no changes in our internal control over financial reporting during the fourth quarter of the fiscal year ended October 2, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. Other Information
None.
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.have a material adverse effect on the Company.
PART IIIPeer Groups
SUMMARY OF PEER GROUPS
ITEM 10. Directors, Executive Officers and Corporate Governance
Information regarding Section 16(a) compliance,The following graph summarizes the Audit Committee, the Company’s code of ethics, background of the directors and director nominations appearing under the captions “Delinquent Section 16(a) Reports,” “The Board of Directors,” “Committees,” “Governing Documents,” “Director Selection Process” and “Election of Directors” in the Company’s Proxy Statementthree distinct peer groups we use for the 2022 annual meeting of Shareholders is hereby incorporated by reference.
Information regarding executive officers is included in Part I of this Form 10-K as permitted by General Instruction G(3).
ITEM 11. Executive Compensation
Information appearing under the captions “Director Compensation,” and “Executive Compensation” (other than the “Compensation Committee Report,” which is deemed furnished herein by reference,three distinct purposes and the “Letter fromcompanies that met these criteria and were included at the Compensation Committee”)beginning of fiscal 2023, described in the 2022 Proxy Statement is hereby incorporated by reference.more detail below:
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information setting forth the security ownership of certain beneficial owners and management appearing under the caption “Stock Ownership” and information appearing under the caption “Equity Compensation Plans” in the 2022 Proxy Statement is hereby incorporated by reference.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
Information regarding certain related transactions appearing under the captions “Certain Relationships and Related Person Transactions” and information regarding director independence appearing under the caption “Director Independence” in the 2022 Proxy Statement is hereby incorporated by reference.
ITEM 14. Principal Accounting Fees and Services
Information appearing under the captions “Auditor Fees and Services” and “Policy for Approval of Audit and Permitted Non-Audit Services” in the 2022 Proxy Statement is hereby incorporated by reference.
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
(1)Financial Statements and Schedules
See Index to Financial Statements and Supplemental Data on page 63.(2)Exhibits
The documents set forth below are filed herewith or incorporated herein by reference to the location indicated. | | | | | | | | | | | | | | | | | | | | |
| | ExhibitPERFORMANCE PEERS S&P 500 | | Location |
| 1.1GENERAL INDUSTRY PEERS | |
Underwriting Agreement, dated March 19, 2020, among The Walt Disney Company, TWDC Enterprises 18 Corp. and BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein | | •Amazon.com, Inc. •Apple, Inc. •AT&T Inc. •Charter Communications, Inc. | •Comcast Corporation •IBM Corporation •Meta Platforms, Inc. •Microsoft Corporation •Netflix, Inc. •NIKE, Inc. | •Oracle Corporation •Paramount Global •Verizon Communications Inc. •Warner Bros. Discovery, Inc. | | |
1.2 | | Underwriting Agreement, dated March 26, 2020, among The Walt Disney Company, TWDC Enterprises 18 Corp. and Merrill Lynch Canada Inc., HSBC Securities (Canada) Inc. and RBC Dominion Securities Inc. | | |
1.3 | | Underwriting Agreement, dated May 11, 2020, among The Walt Disney Company, TWDC Enterprises 18 Corp. and BNP Paribas Securities Corp., Credit
Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein. | | |
| | | | |
| | MEDIA INDUSTRY PEERS | | |
| | •Alphabet, Inc. •Amazon.com, Inc. •Apple, Inc. | •Comcast Corporation •Meta Platforms, Inc. | •Netflix, Inc. •Paramount Global •Warner Bros. Discovery, Inc. | | |
| | | | | | |
MEDIA INDUSTRY PEERS
The media industry peer group helps evaluate compensation levels for the NEOs. The Compensation Committee believes that there is a limited pool of talent with the set of creative and organizational skills needed to run a global creative organization like the Company. The Committee also understands that executives with the background needed to manage a company such as ours have career options with compensation opportunities that normally exceed those available in most other industries, and that compensation levels within the peer group are driven by the dynamics of compensation in the entertainment industry and not the ownership structure of a particular company. Accordingly, the market for executive talent to lead the Company, and the group against which to compare our executive compensation, is best represented by the companies in our media industry peer group.
GENERAL INDUSTRY PEERS
The general industry peer group helps evaluate general compensation structure, policies and practices. The Compensation Committee believes that the features of the Company’s overall compensation structure, policies and practices should normally be consistent for all executives. Because our operations span multiple industries, the Committee believes that a consistent approach across the breadth of the Company’s operations with respect to features of our overall executive compensation structure is best achieved by reference to a group of General Industry Peers that is broader than the Media Industry Peers.
The peer group used for establishing compensation structure, policies and practices consists of companies that have:
•A consumer orientation and/or strong brand recognition;
•A global presence and operations;
•Annual revenue no less than 40% and no more than two and a half times our annual revenue; and
•As a general matter, a market capitalization in the range of approximately one-quarter to four times our market capitalization.
Additionally, the general industry peer group includes companies that do not meet the revenue or market cap test, but that are included in the peer groups used by one or more of the Media Industry Peers.
PERFORMANCE PEERS
The performance peers help evaluate relative economic performance of the Company. The overall financial performance of the Company is driven by the Company’s diverse businesses, which compete in multiple sectors of the overall market. The Compensation Committee believes that, given the span of the Company’s businesses, the best measure of relative performance is how the Company’s diverse businesses have fared in the face of the economic trends that impact companies in the overall market and that the best benchmark for measuring such success is the Company’s relative performance compared to that of the companies comprising the S&P 500. Accordingly, the Committee has selected the S&P 500 to set the context for evaluating the Company’s performance and to measure relative performance for PBU awards.
The Committee will continue to monitor the competitive landscapes in which the Company’s various business units operate and implement changes to the peer group as it deems appropriate.
Deductibility of Compensation
For taxable years commencing after 2017, Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for compensation over $1 million paid to any person whose compensation was required to be included in this report for any fiscal year after 2016 because such person was either the Company’s Chief Executive Officer or Chief Financial Officer or was one of the Company’s three other most highly compensated executive officers for such fiscal year. Accordingly, to the extent that compensation in excess of $1 million is payable to any such person in any fiscal year after fiscal 2018, such excess amount is likely to be non-deductible by the Company for federal income tax purposes. However, Section 162(m) exempts qualifying performance-based compensation paid after fiscal 2018 pursuant to a binding written agreement in effect on November 2, 2017. Thus, performance-based awards that were outstanding on that date or awarded thereafter pursuant to a binding written agreement can be exempt from the deduction limit if applicable requirements are met. For fiscal 2023, none of the executive officers served under employment agreements that were in place without amendment prior to November 2, 2017.
However, awards to executive officers under the annual performance-based bonus program and the long-term incentive program that were (i) granted prior to November 2, 2017, or (ii) may continue to qualify for the exemption because they were granted pursuant to a binding written agreement in effect on such date, have been or will be made payable or vest subject to achievement of a performance test based on adjusted net income in order to qualify for the exemption from Section 162(m), to the extent available. If this test is satisfied, the additional performance tests described in the Compensation Discussion and Analysis are applied to determine the actual payout of such bonuses and awards, which in order to remain deductible may not be more than the maximum level funded based on achievement of the Section 162(m) test. Adjusted net income means net income adjusted, as appropriate, to exclude the following items or variances: change in accounting principles; acquisitions; dispositions of a business; asset impairments; restructuring charges; extraordinary, unusual or infrequent items; and extraordinary litigation costs and insurance recoveries. For fiscal 2023, the adjusted net income target was $3.5 billion and the Company achieved adjusted net income of $6.9 billion. Net income was adjusted to account for transaction purchase accounting, restructuring and impairment charges, gain on sale of equity investments, content license early termination and legal compliance.
Therefore, we believe the Section 162(m) test was satisfied with respect to restricted stock units vesting based on fiscal 2023 results.
Compensation Committee Report
The Compensation Committee has:
1.reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management; and
2.based on this review and discussion, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s annual report on Form 10-K, amendment to its annual report on Form 10-K/A and proxy statement relating to the 2024 Annual Meeting of Shareholders.
Members of the fiscal 2023 Compensation Committee
Maria Elena Lagomasino (Chair)
Mary T. Barra
Carolyn N. Everson
Calvin R. McDonald
Compensation Tables
Fiscal 2023 Summary Compensation Table
The following table provides information concerning the total compensation earned in fiscal 2021(except for Mr. Lansberry, Mr. Gutierrez, Ms. Schake and Ms. Coleman), fiscal 2022 (except for Mr. Lansberry and Ms. Coleman) and fiscal 2023 by persons who served as Chief Executive Officer or Chief Financial Officer and the three other persons serving as executive officers at the end of fiscal 2023 who were the most highly compensated executive officers of the Company in fiscal 2023. These seven officers are referred to as the named executive officers or NEOs in this report. Information regarding the amounts in each column follows the table.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name and Principal Position | Fiscal Year | Salary | Bonus | Stock Awards1 | Option Awards | Non-Equity Incentive Plan Compensation | Change In Pension Value and Non- Qualified Deferred Compensation Earnings | All Other Compensation | Total |
| | | | | | | | | | |
Robert A. Iger Chief Executive Officer2; Former Executive Chairman | 2023 | $865,385 | | $— | | $16,103,421 | | $10,000,027 | | $2,140,000 | | $— | | $2,478,333 | | $31,587,166 | |
| 2022 | 1,096,154 | | — | | 4,670,521 | | 2,395,104 | | 4,370,000 | | — | | 2,466,520 | | 14,998,299 | |
| 2021 | 3,000,000 | | — | | 9,479,879 | | 9,293,921 | | 22,920,000 | | — | | 1,205,996 | | 45,899,796 | |
Kevin A. Lansberry3 Interim Chief Financial Officer | 2023 | 765,114 | | — | | 1,383,396 | | 592,861 | | 1,000,000 | | 169,497 | | 35,964 | | 3,946,832 | |
Horacio E. Gutierrez4 Senior Executive Vice President, General Counsel and Chief Compliance Officer | 2023 | 1,322,500 | | — | | 5,544,337 | | 1,662,525 | | 3,000,000 | | — | | 123,073 | | 11,652,435 | |
| 2022 | 870,000 | | 2,000,000 | | 5,951,801 | | 2,500,013 | | 3,783,000 | | — | | 93,194 | | 15,198,008 | |
Kristina K. Schake5 Senior Executive Vice President and Chief Communications Officer | 2023 | 755,346 | | — | | 1,390,327 | | 462,210 | | 1,250,000 | | — | | 86,898 | | 3,944,781 | |
| 2022 | 361,250 | | 1,500,000 | | 2,132,366 | | 913,287 | | 1,320,000 | | — | | 5,444 | | 6,232,347 | |
Sonia L. Coleman Senior Executive Vice President and Chief Human Resources Officer | 2023 | 646,546 | | — | | 1,827,251 | | 209,028 | | 1,250,000 | | 73,971 | | 25,277 | | 4,032,073 | |
Robert A. Chapek Former Chief Executive Officer2 | 2023 | 673,077 | | — | | 1,324,503 | | — | | — | | 220,581 | | 7,722,231 | | 9,940,392 | |
| 2022 | 2,500,000 | | — | | 10,810,832 | | 3,750,020 | | 6,750,000 | | — | | 372,151 | | 24,183,003 | |
| 2021 | 2,500,000 | | — | | 10,215,466 | | 3,750,012 | | 14,330,000 | | 1,358,505 | | 310,310 | | 32,464,293 | |
Christine M. McCarthy3 Former Senior Executive Vice President and Chief Financial Officer | 2023 | 2,052,500 | | — | | 9,953,921 | | 3,000,028 | | 3,000,000 | | — | | 127,890 | | 18,134,339 | |
| 2022 | 1,980,000 | | — | | 8,935,794 | | 3,375,042 | | 5,820,000 | | — | | 124,833 | | 20,235,669 | |
| 2021 | 1,903,754 | | — | | 6,922,854 | | 5,000,015 | | 7,680,000 | | 103,152 | | 119,440 | | 21,729,215 | |
1Stock awards for each fiscal year include awards subject to performance conditions that were valued based on the probability that performance targets will be achieved. For Mr. Iger, Mr. Gutierrez, Ms. Schake, Mr. Chapek and Ms. McCarthy, fiscal 2023 includes $1,103,364, $556,679, $3,712, $1,324,503 and $953,844, respectively, related to the portion of awards from fiscal 2021 and fiscal 2022 having ROIC targets, which were established on November 29, 2022. Assuming the highest level of performance conditions are achieved, the grant date stock awards values are outlined below:
| | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Year | Mr. Iger | Mr. Lansberry | Mr. Gutierrez | Ms. Schake | Ms. Coleman | Mr. Chapek | Ms. McCarthy |
| | | | | | | | |
| 2023 | $33,073,344 | | $1,383,396 | | $8,817,198 | | $2,149,166 | | $2,270,390 | | $2,351,227 | | $15,660,185 | |
| 2022 | 7,489,338 | | — | | 8,694,020 | | 2,143,642 | | — | | 15,733,462 | | 12,969,186 | |
| 2021 | 12,101,153 | | — | | — | | — | | — | | 11,963,950 | | 7,767,106 | |
2In fiscal 2020, Mr. Iger served as Chief Executive Officer until February 24, 2020, when he was appointed Executive Chairman. Mr. Chapek was appointed Chief Executive Officer on February 24, 2020 and served as Chief Executive Officer until November 20, 2022, at which time Mr. Iger again assumed the role of Chief Executive Officer. In fiscal 2022, Mr. Chapek was entitled to receive compensation under the annual performance-based bonus program pursuant to his employment agreement because his termination occurred after the end of the fiscal year. For details on the treatment of Mr. Chapek’s equity awards following his separation from the Company, please see the section titled “Executive Compensation — Compensation Tables — Potential Payments and Rights on Termination or Change in Control — Termination Pursuant to Company Termination Right Other Than for Cause or By Executive for Good Reason” below.
3Ms. McCarthy began a leave of absence on July 1, 2023, at which point she ceased to serve as Senior Executive Vice President and Chief Financial Officer, and began serving as Strategic Advisor. On July 1, 2023, Mr. Lansberry began serving as Interim CFO, remaining in this role through the end of fiscal 2023 and until Hugh Johnston joined the Company on December 4, 2023.
4Mr. Gutierrez joined the Company on February 1, 2022. In connection with his hiring, Mr. Gutierrez received a cash sign-on bonus of $2,000,000, primarily to replace forgone compensation from his previous employer.
5Ms. Schake joined the Company on April 1, 2022 as Executive Vice President, Global Communications. In connection with her hiring, Ms. Schake received a cash sign-on bonus of $1,500,000 given her outstanding qualifications and extraordinary experience in both the public and private sectors, and to secure her acceptance of employment with the Company. On June 29, 2022, Ms. Schake was promoted to Senior Executive Vice President and Chief Communications Officer.
Salary. This column sets forth the base salary earned during each fiscal year. On July 1, 2023, Ms. McCarthy began a leave of absence and started serving in her new role as Strategic Advisor. In her capacity as Strategic Advisor, for fiscal 2023 she received $517,500.
Stock Awards. This column sets forth the grant date fair value of the restricted stock unit awards granted to the NEOs during each fiscal year as part of the Company’s long-term incentive compensation program. The grant date fair value of these awards was calculated by multiplying the number of units awarded by the average of the high and low trading price of the Company’s common stock on the grant date, subject to valuation adjustments for restricted stock unit awards subject to vesting conditions other than, with respect to certain legacy awards to Ms. McCarthy, the test to assure deductibility under Section 162(m) of the Internal Revenue Code. The valuation adjustments for performance-based awards reflect the fact that the number of shares received on vesting varies based on the level of performance achieved and were determined using a Monte Carlo simulation that determines the probability that the performance targets will be achieved. The grant date fair value of the restricted stock unit awards granted during fiscal 2023 is also included in the Fiscal 2023 Grants of Plan Based Awards Table.
Option Awards. This column sets forth the grant date fair value of options to purchase shares of the Company’s common stock granted to the NEOs during each fiscal year. The grant date fair value of these options was calculated using a binomial option pricing model. The assumptions used in estimating the fair value of these options are set forth in footnote 12 to the Company’s Audited Financial Statements for fiscal 2023. The grant date fair value of the options granted during fiscal 2023 is also included in the Fiscal 2023 Grants of Plan Based Awards Table.
Non-Equity Incentive Plan Compensation. This column sets forth the amount of compensation earned by the NEOs under the Company’s annual performance-based bonus program during each fiscal year. A description of the Company’s annual performance-based bonus program is included in the section “Executive Compensation — Compensation Discussion and Analysis — Executive Compensation Program Structure—Objectives and Methods” and the determination of performance-based bonuses for fiscal 2023 is described in the section “Executive Compensation — Compensation Discussion and Analysis — Fiscal 2023 Compensation Decisions.”
Change in Pension Value and Non-Qualified Deferred Compensation Earnings. This column reflects the aggregate change in the actuarial present value of each NEO’s accumulated benefits under all defined benefit plans, including supplemental plans, during each fiscal year. The amounts reported in this column vary with a number of factors, including the discount rate applied to determine the value of future payment streams, the NEO’s age and additional earned benefits as a result of an additional year of service. The discount rate used pursuant to pension accounting rules to calculate the present value of future payments for fiscal 2021 was 2.88%, for fiscal 2022 was 5.44% and for fiscal 2023 was 5.94%. Neither increases nor decreases in pension value resulting from changes in the discount rate result in any increase or decrease in benefits payable to participants under the plan. As Mr. Gutierrez and Ms. Schake joined the
Company in 2022, they are not eligible for the Company’s defined benefit pension. For Mr. Iger and Ms. McCarthy, their age factors drove the change in pension value for such year to be negative (-$1,337,423 and -$118,908, respectively). Mr. Lansberry, Mr. Chapek and Ms. McCarthy were credited with earnings on deferred compensation as disclosed below under “Executive Compensation — Compensation Tables — Fiscal 2023 Non-Qualified Deferred Compensation Table.” These earnings were at rates that were not above market rates and therefore are not reported in this column.
All Other Compensation. This column sets forth all of the compensation for each fiscal year that we could not properly report in any other column of the table, including:
•the incremental cost to the Company of perquisites and other personal benefits;
•the amount of Company contributions to employee savings plans;
•the dollar value of insurance premiums paid by the Company with respect to excess liability insurance for the NEOs; and
•the dollar amount of matching charitable contributions made to charities pursuant to the Company’s charitable gift matching program, which is available to all regular U.S. employees with at least one year of service.
The dollar amount of matching charitable contributions in fiscal 2023 was $50,000 for Mr. Iger, $12,250 for Mr. Gutierrez, $3,100 for Ms. Coleman, $40,000 for Mr. Chapek and $50,000 for Ms. McCarthy.
The dollar amount the Company contributed to both the Disney Retirement Savings Plan (for Mr. Gutierrez, Ms. Schake and Mr. Iger) and Key Employee Retirement Savings Plan (for Mr. Iger) in fiscal 2023 was $104,850 for Mr. Iger, $9,900 for Mr. Gutierrez and $9,900 for Ms. Schake. The Retirement Savings Plan is a defined contribution plan for eligible salaried employees funded by the Company. After a year of service, the Company will make quarterly contributions based on a combination of age and years of service and eligible pay. The Key Employee Retirement Savings Plan is a defined contribution plan funded by the Company. The Plan is a non-qualified plan under IRS regulations that is intended to restore or replace certain benefits that cannot be provided under the qualified Retirement Savings Plan due to IRS compensation limits.
Upon his retirement on December 31, 2021, the consulting period established under Mr. Iger’s then current employment agreement with the Company commenced. In connection with his consulting agreement, Mr. Iger received quarterly payments of $500,000 for each quarter he served in this capacity; for fiscal 2023 he received $271,739.
On November 20, 2022, the Board decided to exercise its right to terminate Mr. Chapek’s employment without cause. In connection with this termination, Mr. Chapek received cash termination payments in fiscal 2023 of $6,527,397 in remaining base salary through the scheduled expiration date of his amended employment agreement and $1,027,397 in the form of a pro-rated target bonus.
In accordance with the SEC’s interpretations of its rules, this column also sets forth the incremental cost to the Company of certain items that are provided to the NEOs for business purposes but which may not be considered integrally related to their duties. The following table sets forth the incremental cost to the Company of each other perquisite and other personal benefit that exceeded the greater of $25,000 or 10% of the total amount of perquisites and personal benefits for an NEO in fiscal 2023.
| | | | | | | | | | | | | | | | | |
| Personal Air Travel | Security | Relocation | Other | Total |
| | | | | | |
| Robert A. Iger | $793,993 | | $1,236,703 | | $— | | $15,244 | | $2,045,940 | |
| Kevin A. Lansberry | — | | — | | 14,800 | | 13,136 | | 27,936 | |
| Horacio E. Gutierrez | 76,589 | | — | | — | | 15,400 | | 91,989 | |
| Kristina K. Schake | — | | — | | 57,480 | | 14,400 | | 71,880 | |
| Sonia L. Coleman | — | | — | | — | | 13,840 | | 13,840 | |
| Robert A. Chapek | 35,226 | | 73,743 | | — | | 17,200 | | 126,169 | |
| Christine M. McCarthy | 53,536 | | — | | — | | 15,400 | | 68,936 | |
The incremental cost to the Company of the items specified above was determined as follows:
•Personal air travel: the actual catering costs, landing and ramp fees, fuel costs and lodging costs incurred by flight crew plus a per hour charge based on the average hourly maintenance costs for the aircraft during the year for flights that were purely personal in nature, and a pro-rata portion of catering costs where personal guests accompanied an NEO on flights that were business in nature. Where a personal flight coincided with the repositioning of an aircraft following a business flight, only the incremental costs of the flight compared to an immediate repositioning of the aircraft are included. Our CEO is required for security reasons to use corporate aircraft for all personal travel.
•Security: the actual costs incurred by the Company for providing security services and equipment.
•Relocation: the actual amount provided to accommodate the cost expended by Mr. Lansberry and Ms. Schake with regard to their relocations.
The “Other” column in the table above reflects the incremental cost to the Company of vehicle benefits including a fixed monthly payment to offset the costs of owning and maintaining an automobile, personal air travel (except for personal air travel that is separately identified in the “personal air travel” column in the table above), reimbursement of up to $1,000 per calendar year for wellness-related purposes such as fitness and nutrition management and reimbursement of expenses for financial consulting.
The Company provides employees with benefits and perquisites based on competitive market conditions. All salaried employees, including the NEOs, receive the following benefits: (i) health care coverage; (ii) life and disability insurance protection; (iii) reimbursement of certain educational expenses; (iv) access to favorably priced group insurance coverage; (v) Company matching of gifts of up to $25,000 per employee (and $50,000 per Senior Executive Vice President and Chairman directly reporting to the CEO) each calendar year to qualified charitable organizations; and (vi) complimentary streaming subscription for the ad-supported Disney Bundle. Additionally, employees at the vice president level and above, including NEOs, receive the following benefits, each of which involved no incremental cost to the Company: (i) complimentary access to the Company’s theme parks and some resort facilities; (ii) discounts on Company merchandise and resort facilities; and (iii) personal use of tickets acquired by the Company for business entertainment when they become available because no business use has been arranged.
Fiscal 2023 Grants of Plan Based Awards Table
The following table provides information concerning the range of awards available to the NEOs under the Company’s annual performance-based bonus program for fiscal 2023 and information concerning the option grants and restricted stock unit awards made to the NEOs during fiscal 2023. Additional information regarding the amounts reported in each column follows the table.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards | Grant Date Closing Price of Shares Underlying Options | Grant Date Fair Value of Stock and Option Awards1 |
| | Approval Date | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum |
| | | | | | | | | | | | | | |
| Robert A. Iger | | 11/20/22 | 11/20/22 | | | | | | | | 278,699 | $92.04 | | $91.80 | | $10,000,027 | |
| (A) | 11/20/22 | 11/20/22 | | | | 85,000 | | 169,999 | | 339,998 | | | | | | 15,000,057 | |
| (B) | 11/29/22 | 11/29/22 | | | | 5,797 | | 11,593 | | 18,720 | | | | | | 1,103,364 | |
| | | $665,000 | | $1,900,000 | | $3,800,000 | | | | | | | | | |
| Kevin A. Lansberry | | 12/15/22 | 12/15/22 | | | | | | | | 1,199 | | 91.62 | | 90.49 | | 41,277 | |
| 12/15/22 | 12/15/22 | | | | | | | | 7,412 | | 91.62 | | 90.49 | | 255,169 | |
| 6/23/23 | 07/17/23 | | | | | | | | 1,346 | | 86.90 | | 85.56 | | 41,259 | |
| 6/23/23 | 07/17/23 | | | | | | | | 8,324 | | 86.90 | | 85.56 | | 255,156 | |
| 12/15/22 | 12/15/22 | | | | | | | 1,051 | | | | | 96,290 | |
| 12/15/22 | 12/15/22 | | | | | | | 6,499 | | | | | 595,422 | |
| 6/23/23 | 07/17/23 | | | | | | | 1,108 | | | | | 96,280 | |
| 6/23/23 | 07/17/23 | | | | | | | 6,852 | | | | | 595,405 | |
| | | $205,996 | | $588,561 | | $1,177,122 | | | | | | | | | |
| Horacio E. Gutierrez | | 12/15/22 | 12/15/22 | | | | | | | | 48,292 | | 91.62 | | 90.49 | | 1,662,525 | |
| 12/15/22 | 12/15/22 | | | | | | | 18,147 | | | | | 1,662,583 | |
| (A) | 12/15/22 | 12/15/22 | | | | 16,485 | | 32,970 | | 65,940 | | | | | | 3,325,076 | |
| (B) | 11/29/22 | 11/29/22 | | | | 2,925 | | 5,849 | | 11,698 | | | | | | 556,679 | |
| | | $931,000 | | $2,660,000 | | $5,320,000 | | | | | | | | | |
| Kristina K. Schake | | 12/15/22 | 12/15/22 | | | | | | | | 13,426 | | 91.62 | | 90.49 | | 462,210 | |
| 12/15/22 | 12/15/22 | | | | | | | 5,045 | | | | | 462,210 | |
| (A) | 12/15/22 | 12/15/22 | | | | 4,583 | | 9,166 | | 18,332 | | | | | | 924,405 | |
| (B) | 11/29/22 | 11/29/22 | | | | 20 | | 39 | | 78 | | | | | | 3,712 | |
| | | $409,500 | | $1,170,000 | | $2,340,000 | | | | | | | | | |
| Sonia L. Coleman | | 6/23/23 | 06/23/23 | | | | | | | | 6,654 | | 88.00 | | 88.10 | | 209,028 | |
| 12/15/22 | 12/15/22 | | | | | | | 1,638 | | | | | 150,069 | |
| 12/15/22 | 12/15/22 | | | | | | | 4,912 | | | | | 450,025 | |
| 6/23/23 | 06/23/23 | | | | | | | 2,375 | | | | | 209,006 | |
| 6/23/23 | 07/17/23 | | | | | | | 1,727 | | | | | 150,068 | |
| 6/23/23 | 07/17/23 | | | | | | | 5,179 | | | | | 450,029 | |
| (A) | 6/23/23 | 06/23/23 | | | | 2,447 | | 4,893 | | 9,786 | | | | | | 418,054 | |
| | | $393,750 | | $1,125,000 | | $2,250,000 | | | | | | | | | |
Robert A. Chapek2 | (B) | 11/29/22 | 11/29/22 | | | | 6,958 | | 13,917 | | 24,704 | | | | | | 1,324,503 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Christine M. McCarthy | | 12/15/22 | 12/15/22 | | | | | | | | 87,143 | | 91.62 | | 90.49 | | 3,000,028 | |
| 12/15/22 | 12/15/22 | | | | | | | 32,745 | | | | | 3,000,015 | |
| (A) | 12/15/22 | 12/15/22 | | | | 29,747 | | 59,494 | | 118,988 | | | | | | 6,000,062 | |
| (B) | 11/29/22 | 11/29/22 | | | | 5,011 | | 10,022 | | 18,480 | | | | | | 953,844 | |
| | | $1,086,750 | | $3,105,000 | | $6,210,000 | | | | | | | | | |
1Stock awards for fiscal 2023 subject to performance conditions were valued based on the probability that performance targets will be achieved. Assuming the highest level of performance conditions are achieved, the grant date stock award values would be $33,073,344, $7,154,615, $1,686,956, $861,192, $2,351,227 and $12,660,170 for Mr. Iger, Mr. Gutierrez, Ms. Schake, Ms. Coleman, Mr. Chapek and Ms. McCarthy, respectively, for the performance-based awards made on November 20, 2022 (for Mr. Iger), November 29, 2022 (for Mr. Iger, Mr. Gutierrez, Ms. Schake, Mr. Chapek and Ms. McCarthy), December 15, 2022 (for Mr. Gutierrez, Ms. Schake and Ms. McCarthy) and June 23, 2023 (for Ms. Coleman).
2Mr. Chapek separated from the Company effective November 20, 2022. While he was not with the Company at the time, awards shown reflect ROIC portions of awards from previous fiscal years granted on November 29, 2022, which Mr. Chapek will continue to vest in, as further discussed in the section “Executive Compensation — Potential Payments and Rights on Termination or Change in Control” below.
Grant Date. The Compensation Committee made the annual grant of stock options and restricted stock unit awards for fiscal 2023 on December 15, 2022 for those executives (other than Mr. Iger) serving as NEOs at that date. Mr. Iger’s awards for fiscal year 2023 were made on November 20, 2022, the date he recommenced his employment with the Company. As ROIC targets for fiscal 2023 were set on November 29, 2022, for purposes of the above chart for fiscal 2021 and 2022 ROIC portions were considered granted on that date. A portion of the fiscal 2023 PBUs granted on December 15, 2022 are subject to the ROIC performance test, as described below. Based on the Company’s fiscal 2023 ROIC, 103.38% of the reported portion of fiscal 2021 awards will vest and 106.75% of the reported portion of fiscal 2022 awards will vest. The ROIC target for fiscal 2024 was set in November 2023 for the remaining portion of those grants, and the grant date values for the remaining portions of those grants will be reported for the appropriate fiscal year when the applicable targets are established. For most equity recipients other than the executive officers, the fiscal 2023 annual grant was split into two equal installments, with the first half being granted on December 15, 2022 and the second half being granted on July 17, 2023. As both Mr. Lansberry and Ms. Coleman were not serving as executive officers at the time of the first portion of the annual grant, consistent with the treatment for most equity recipients other than the executive officers, they received their annual equity awards in two equal installments. In addition, Ms. Coleman received a promotion grant on June 23, 2023.
Estimated Future Payouts Under Non-Equity Incentive Plan Awards. As described in the section “Executive Compensation — Compensation Discussion and Analysis,” the Compensation Committee sets the target bonus opportunity for the NEOs at the beginning of the fiscal year as a percentage of fiscal year-end salary, and the actual bonuses for the NEOs may, except in special circumstances such as unusual challenges or extraordinary successes, range from 35% to 200% of the target level based on the Compensation Committee’s evaluation of financial and other performance factors for the fiscal year. The bonus amount may be zero if actual performance is below the specified threshold levels or less than the calculated amounts if the Compensation Committee otherwise decides to reduce the bonus. As addressed in the discussion of “Executive Compensation — Compensation Discussion and Analysis,” the employment agreements of each executive officer require that the target used to calculate the bonus opportunity (but not the actual bonus awarded) be at least the amount specified in each agreement. As Mr. Lansberry served as Interim CFO for a portion of fiscal 2023 on an at-will basis, his target is prorated between his previous bonus and Interim CFO bonus amount based on the portion of the year he served in either role. This column shows the range of potential bonus payments for each NEO from the threshold to the maximum based on the target range set at the beginning of the fiscal year. The actual bonus amounts received for fiscal 2023 are set forth in the “Non-Equity Incentive Plan Compensation” column of the “Fiscal 2023 Summary Compensation Table.”
Estimated Future Payouts Under Equity Incentive Plan Awards. This column sets forth the number of restricted stock units awarded to the NEOs during fiscal 2023 that are subject to performance tests as described below. These include units awarded to each of the NEOs then serving as an executive officer as part of the annual grant in December 2022 and, for Mr. Iger, Mr. Gutierrez, Ms. Schake, Mr. Chapek and Ms. McCarthy, when fiscal 2023 ROIC targets were set with respect to fiscal 2021 and 2022 grants in November 2022. In addition, in connection with her promotion, Ms. Coleman received a promotion award including PBUs on June 23, 2023. The vesting dates for all of the outstanding restricted stock unit awards held by the NEOs as of the end of fiscal 2023 are set forth in the “Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table” below.
All units in Row (A) are subject to the following vesting conditions: Half of the units subject to the performance test are subject to a TSR test and half of the units are subject to an ROIC test.
•For the half of the units subject to the TSR performance test:
◦None of the units related to this measure vest if the Company’s TSR is below the 25th percentile of the S&P 500 for that measure.
◦If the Company’s TSR is at or above the 25th percentile of the S&P 500 for the related measure, the number of units related to that measure that vest will vary from 50% of the target number related to that measure (at the 25th percentile) to 100% of the target number related to that measure (at the 55th percentile) to 200% of the target number related to that measure (at or above the 75th percentile) (in each case, plus dividend equivalent units).
•For the half of the units subject to the ROIC performance test:
◦None of the units related to this measure vest if the Company’s fiscal year ROIC performance in the applicable performance period is below the threshold of target ROIC.
◦If the Company’s ROIC is above the threshold in the two-year period with respect to the award made November 20, 2022 and the three-year period for awards made on December 15, 2022 and June 23, 2023, the number of units related to that measure for that year that vest will vary from 50% of the target number related to that measure (equals threshold) to 200% of the target number related to that measure (exceeds maximum) (in each case, plus dividend equivalent units).
All units in Row (B) are subject to a ROIC test.
•None of the units related to this measure will vest if the Company’s fiscal year ROIC performance in each of the applicable performance periods is below the threshold of target ROIC.
•If the Company’s ROIC is above the threshold in any fiscal year, the number of units related to that measure for that year that vest will vary from 50% of the target number related to that measure (equals threshold) to 200% of the target number related to that measure for fiscal 2022 and 150% for fiscal 2021(exceeds maximum) (in each case, plus dividend equivalent units).
See “Executive Compensation — Compensation Discussion and Analysis — Executive Compensation Program Structure — Objectives and Methods — Compensation at Risk” above for a discussion of how ROIC for the Company is calculated.
When dividends are distributed to shareholders, dividend equivalents are credited in an amount equal to the dollar amount of dividends on the number of units held on the dividend record date divided by the fair market value of the Company’s shares of common stock on the dividend distribution date. Dividend equivalents vest only when, if and to the extent that the underlying units vest.
All Other Stock Awards: Number of Shares of Stock or Units. This column sets forth the number of restricted stock units awarded to the NEOs during fiscal 2023. For all executive officers that received restricted stock units, awards were made on December 15, 2022. For most equity recipients other than the executive officers, the fiscal 2023 annual grant was split into two equal installments, with the first half being granted on December 15, 2022 and the second half being granted on July 17, 2023. As both Mr. Lansberry and Ms. Coleman were not serving as executive officers at the time of the first portion of the annual grant, consistent with the treatment for most equity recipients other than the executive officers, they received their annual equity awards in two equal installments. In addition, in connection with her promotion, Ms. Coleman received a promotion award including restricted stock units on June 23, 2023. The vesting dates for these options are set forth in the “Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table” below.
All Other Option Awards: Number of Securities Underlying Options. This column sets forth the options to purchase shares of the Company’s common stock granted to the NEOs then serving as an executive officer as part of the annual grant in December 2022. As previously discussed, Mr. Lansberry received his annual grants of options in two equal installments on December 15, 2022 and July 17, 2023.In addition, in connection with her promotion, Ms. Coleman received a promotion award including options on June 23, 2023. The vesting dates for these options are set forth in the “Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table” below. These options are scheduled to expire ten years after the date of grant.
Exercise or Base Price of Option Awards; Grant Date Closing Price of Shares Underlying Options. These columns set forth the exercise price for each option grant and the closing price of the Company’s common stock on the date of grant. The exercise price is equal to the average of the high and low trading price on the grant date, which may be higher or lower than the closing price on the grant date.
Grant Date Fair Value of Stock and Option Awards. This column sets forth the grant date fair value of the stock and option awards granted during fiscal 2023 calculated in accordance with applicable accounting requirements. The grant date fair value of all restricted stock unit awards and options is determined as described in the section “Grant Date” above.
Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table
The following table provides information concerning outstanding unexercised options and unvested restricted stock unit awards held by the NEOs as of September 30, 2023. Additional information regarding the amounts reported in each column follows the table.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Option Awards (A) | Stock Awards |
| | Number of Securities Underlying Unexercised Options | | | | | Equity Incentive Plan Awards |
| Grant Date | Exercisable | Unexercisable | Option Exercise Price | Option Expiration Date | Number of Units That Have Not Vested (A) | Market Value of Units That Have Not Vested (B) | Number of Unearned Units That Have Not Vested (C)(D) | | Market Value of Unearned Units That Have Not Vested (B) |
| | | | | | | | | | |
| Robert A. Iger | 12/18/2014 | 372,412 | — | $92.24 | 12/18/2024 | | | | | |
| 12/17/2015 | 271,331 | — | 113.23 | 12/17/2025 | | | | | |
| 12/21/2016 | 321,694 | — | 105.21 | 12/21/2026 | | | | | |
| 12/19/2017 | 295,237 | — | 111.58 | 12/19/2027 | | | | | |
| 12/19/2018 | 291,891 | — | 110.54 | 12/19/2028 | | | | | |
| 3/21/2019 | 46,803 | — | 109.26 | 3/21/2029 | | | | | |
| 12/17/2019 | 197,762 | 65,921 | 148.04 | 12/17/2029 | | | | | |
| 12/17/2020 | 111,264 | 55,632 | 173.40 | 12/17/2030 | | | 35,732 | | 2,896,079 |
| 12/14/2021 | 16,750 | 33,499 | 150.07 | 12/14/2031 | | | 10,640 | | 862,372 |
| 11/20/2022 | — | 278,699 | 92.04 | 11/20/2032 | | | 169,999 (E) | | 13,778,419 |
| Kevin A. Lansberry | 12/21/2016 | 2,555 | — | 105.21 | 12/21/2026 | | | | | |
| 12/19/2017 | 6,426 | — | 111.58 | 12/19/2027 | | | | | |
| 12/19/2018 | 12,633 | — | 110.54 | 12/19/2028 | | | | | |
| 12/17/2019 | 11,553 | 3,851 | 148.04 | 12/17/2029 | 1,419 | 115,010 | | | |
| 12/17/2020 | 2,993 | 1,497 | 173.40 | 12/17/2030 | 1,122 | 90,938 | | | |
| 3/8/2021 | 2,405 | 1,203 | 198.41 | 3/8/2031 | 980 | 79,429 | | | |
| 6/22/2021 | 3,182 | 1,591 | 173.53 | 6/22/2031 | 1,121 | 90,857 | | | |
| 12/14/2021 | 5,193 | 5,193 (F) | 150.07 | 12/14/2031 | 3,849 (G) | 311,961 | | | |
| 12/15/2022 | 1,235 | 6,177 (H) | 91.62 | 12/15/2032 | 5,416 (I) | 438,967 | | | |
| 12/15/2022 | 199 | 1,000 (H) | 91.62 | 12/15/2032 | 876 (I) | 71,000 | | | |
| 7/17/2023 | — | 1,346 (J) | 86.90 | 7/17/2033 | 1,108 (K) | 89,803 | | | |
| 7/17/2023 | — | 8,324 (J) | 86.90 | 7/17/2033 | 6,852 (K) | 555,355 | | | |
| Horacio E. Gutierrez | 3/8/2022 | 19,211 | 38,421 (L) | 132.39 | 3/8/2032 | 12,589 (M) | 1,020,338 | 23,394 (N) | | 1,896,043 |
| 12/15/2022 | — | 48,292 | 91.62 | 12/15/2032 | 18,147 | 1,470,814 | 32,970 | | 2,672,219 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Option Awards (A) | Stock Awards |
| | Number of Securities Underlying Unexercised Options | | | | | Equity Incentive Plan Awards |
| Grant Date | Exercisable | Unexercisable | Option Exercise Price | Option Expiration Date | Number of Units That Have Not Vested (A) | Market Value of Units That Have Not Vested (B) | Number of Unearned Units That Have Not Vested (C)(D) | | Market Value of Unearned Units That Have Not Vested (B) |
| | | | | | | | | | |
| Kristina K. Schake | 6/27/2022 | 8,484 | 16,970 (O) | 97.02 | 6/27/2032 | 14,432 (P) | 1,169,714 | — | | — |
| 9/28/2022 | 121 | 242 | 97.66 | 9/28/2032 | 90 | 7,295 | 155 | | 12,563 |
| 12/15/2022 | — | 13,426 | 91.62 | 12/15/2032 | 5,045 | 408,897 | 9,166 | | 742,904 |
| Sonia L. Coleman | 12/19/2018 | 1,742 | — | 110.54 | 12/19/2028 | | | | | |
| 12/17/2019 | 4,951 | 1,651 | 148.04 | 12/17/2029 | 608 | 49,278 | | | |
| 12/17/2020 | 1,437 | 718 | 173.40 | 12/17/2030 | 538 | 43,605 | | | |
| 3/8/2021 | 1,155 | 577 | 198.41 | 3/8/2031 | 471 | 38,175 | | | |
| 6/22/2021 | 1,527 | 764 | 173.53 | 6/22/2031 | 538 | 43,605 | | | |
| 12/14/2021 | — | — | — | — | 3,999 (G) | 324,119 | | | |
| 3/8/2022 | — | — | — | — | 5,288 (Q) | 428,592 | | | |
| 12/15/2022 | — | — | — | — | 1,365 (I) | 110,633 | | | |
| 12/15/2022 | — | — | — | — | 4,094 (I) | 331,819 | | | |
| 6/23/2023 | — | 6,654 | 88.00 | 6/23/2033 | 2,375 | 192,494 | 4,893 | | 396,578 |
| 7/17/2023 | — | — | — | — | 1,727 (K) | 139,973 | | | |
| 7/17/2023 | — | — | — | — | 5,179 (K) | 419,758 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Option Awards (A) | Stock Awards |
| | Number of Securities Underlying Unexercised Options | | | | | Equity Incentive Plan Awards |
| Grant Date | Exercisable | Unexercisable | Option Exercise Price | Option Expiration Date | Number of Units That Have Not Vested (A) | Market Value of Units That Have Not Vested (B) | Number of Unearned Units That Have Not Vested (C)(D) | | Market Value of Unearned Units That Have Not Vested (B) |
| | | | | | | | | | |
| Robert A. Chapek | 12/19/2013 | 53,233 | — | 72.59 | 12/19/2023 | — | — | — | | — |
| 12/18/2014 | 53,077 | — | 92.24 | 12/18/2024 | — | — | — | | — |
| 12/17/2015 | 39,796 | — | 113.23 | 12/17/2025 | — | — | — | | — |
| 12/21/2016 | 49,621 | — | 105.21 | 12/21/2026 | — | — | — | | — |
| 12/19/2017 | 45,691 | — | 111.58 | 12/19/2027 | — | — | — | | — |
| 12/19/2018 | 75,227 | — | 110.54 | 12/19/2028 | — | — | — | | — |
| 12/17/2019 | 47,285 | 15,762 | 148.04 | 12/17/2029 | 2,773 | 224,752 | — | | — |
| 2/28/2020 | 29,223 | 9,741 | 115.76 | 2/28/2030 | 2,231 | 180,823 | — | | — |
| 12/17/2020 | 44,894 | 22,447 | 173.40 | 12/17/2030 | 6,887 | 558,191 | 25,032 | | 2,028,803 |
| 12/14/2021 | 26,225 | 52,450 | 150.07 | 12/14/2031 | 15,917 | 1,290,073 | 30,635 | | 2,482,926 |
| Christine M. McCarthy | 12/19/2013 | 30,687 | — | 72.59 | 12/19/2023 | — | — | — | | — |
| 12/18/2014 | 28,839 | — | 92.24 | 12/18/2024 | — | — | — | | — |
| 12/17/2015 | 41,722 | — | 113.23 | 12/17/2025 | — | — | — | | — |
| 12/21/2016 | 50,396 | — | 105.21 | 12/21/2026 | — | — | — | | — |
| 12/19/2017 | 64,252 | — | 111.58 | 12/19/2027 | — | — | — | | — |
| 12/19/2018 | 76,621 | — | 110.54 | 12/19/2028 | — | — | — | | — |
| 12/17/2019 | 77,702 | 25,901 | 148.04 | 12/17/2029 | — | — | 4,771 | | 386,690 |
| 12/17/2020 | 59,859 | 29,929 | 173.40 | 12/17/2030 | 6,886 | 558,110 | 12,516 | | 1,014,422 |
| 12/14/2021 | 23,603 | 47,205 | 150.07 | 12/14/2031 | 14,325 | 1,161,041 | 27,571 | | 2,234,630 |
| 12/15/2022 | — | 87,143 | 91.62 | 12/15/2032 | 32,745 | 2,653,982 | 59,494 | | 4,821,989 |
Number of Securities Underlying Unexercised Options: Exercisable and Unexercisable. These columns set forth, for each NEO and for each grant made to the officer, the number of shares of the Company’s common stock that could be acquired upon exercise of outstanding options at the end of fiscal 2023. The vesting schedule for each option with unexercisable shares is shown under “Vesting Schedule” below. The vesting of options held by the NEOs may be accelerated in the circumstances described under the section “Executive Compensation — Compensation Tables — Potential Payments and Rights on Termination or Change in Control” below.
Number; Market Value of Units of Stock That Have Not Vested. These columns report the number and market value, respectively, of shares underlying each grant of restricted stock units to each officer that is not subject to performance vesting conditions nor the test to assure eligibility for deduction pursuant to Section 162(m). The number of shares includes dividend equivalent units that have accrued for dividends payable through September 30, 2023. The market value is equal to the number of shares underlying the units times the closing market price of the Company’s common stock on September 29, 2023, the last trading day of the Company’s fiscal year. The vesting schedule for each grant is shown below, with grants identified by the letter following the number of shares underlying the grant. Vesting of
restricted stock units held by NEOs may be accelerated in the circumstances described under the section “Executive Compensation — Compensation Tables — Potential Payments and Rights on Termination or Change in Control” below.
Number; Market Value of Unearned Units That Have Not Vested. These columns set forth the target number and market value, respectively, of shares of the Company’s common stock underlying each restricted stock unit award held by each NEO that is subject to performance-based vesting conditions and/or the test to assure eligibility for deduction pursuant to Section 162(m). The number of shares includes dividend equivalent units that have accrued for dividends payable through September 30, 2023. The market value is equal to the number of shares underlying the units multiplied by the closing market price of the Company’s common stock on September 29, 2023, the last trading day of the Company’s fiscal year. The vesting schedule and performance tests and/or the test to assure eligibility under Section 162(m) are shown in “Vesting Schedule” below.
Vesting Schedule. The options reported above that are not yet exercisable and restricted stock unit awards that have not yet vested are scheduled to become exercisable and vest as set forth below.
(A)Unless otherwise noted, stock options and restricted stock units granted before December 2020 will vest 25% on each of the first four anniversaries of the grant date. Grants made in or after December 2020 will vest one-third on each of the first three anniversaries of the grant date.
(B)Amounts may not sum to total due to rounding.
(C)Unless otherwise noted, PBUs will cliff vest on the third anniversary of grant date, based on 3-year TSR versus S&P 500 and absolute ROIC tests for each of the fiscal years in the 3-year period (targets set each year for awards made in 2020 and 2021; 3-year target set for awards made in December 2022 and June 2023).
(D)While restricted stock units will vest 25% on each of the first four anniversaries of the grant date for grants made before December 2020 and one-third on each of the first three anniversaries of the grant date for grants made in or after December 2020, grants before 2020 for Ms. McCarthy are also subject to a performance test to assure eligibility for deduction under Section 162(m).
(E)PBUs will cliff vest on November 20, 2024, based on 2-year TSR versus S&P 500 and absolute ROIC test for the fiscal years in the 2-year period.
(F)Unexercisable options will vest one-third on December 14, 2023, June 14, 2024 and December 14, 2024.
(G)Restricted stock units will vest one-third on December 14, 2023, June 14, 2024 and December 14, 2024.
(H)Unexercisable options will vest one-fifth on December 15, 2023, June 15, 2024, December 15, 2024, June 15, 2025 and December 15, 2025.
(I)Restricted stock units will vest one-fifth on December 15, 2023, June 15, 2024, December 15, 2024, June 15, 2025 and December 15, 2025.
(J)Unexercisable options will vest one-sixth on January 17, 2024, July 17, 2024, January 17, 2025, July 17, 2025, January 17, 2026 and July 17, 2026.
(K)Restricted stock units will vest one-sixth on January 17, 2024, July 17, 2024, January 17, 2025, July 17, 2025, January 17, 2026 and July 17, 2026.
(L)Unexercisable options will vest one-half on December 14, 2023 and December 14, 2024.
(M)Restricted stock units will vest one-half December 14, 2023 and December 14, 2024.
(N)PBUs will cliff vest on December 14, 2024, based on 3-year TSR versus S&P 500 and absolute ROIC tests for each of the fiscal years in the 3-year period (targets set each year).
(O)Unexercisable options will vest one-fourth on December 27, 2023, June 27, 2024, December 27, 2024 and June 27, 2025.
(P)Restricted stock units will vest one-fourth on December 27, 2023, June 27, 2024, December 27, 2024 and June 27, 2025.
(Q)Restricted stock units will vest in full on March 8, 2024.
Vesting of Equity
Options and restricted stock units continue to vest beyond retirement (and options remain exercisable) if (1) they were awarded at least one year prior to the date of an employee’s retirement and (2) the employee was age 60 or older and had at least ten years of service on the date such employee retired. In these circumstances:
•Options continue to vest following retirement according to the original vesting schedule. They remain exercisable for up to five years following retirement. Options do not, however, remain exercisable beyond the original expiration date of the option.
•Restricted stock units continue to vest following retirement according to the original vesting schedule, but vesting remains subject to any applicable performance conditions (except, in some cases, the test to ensure that the compensation is deductible pursuant to Section 162(m)).
The extended vesting and exercisability is not available to certain employees outside the United States.
Options and restricted stock units awarded to executive officers with employment agreements also continue to vest (and options remain exercisable) beyond termination of employment if the executive’s employment is terminated by the Company without cause or by the executive with good reason. In this case, options and restricted stock units continue to vest (and options remain exercisable) as though the executive remained employed through the end of the stated term of the employment agreement. If the executive would be age 60 or older and have at least ten years of service as of the end of the stated term of the employment agreement, the options and restricted stock units awarded at least one year prior to the end of the stated term of the agreement would continue to vest (and options remain exercisable) beyond the stated term of the employment agreement.
Fiscal 2023 Option Exercises and Stock Vested Table
The following table provides information concerning the exercise of options and vesting of restricted stock unit awards held by the NEOs during fiscal 2023.
| | | | | | | | | | | | | | |
| Option Awards | Stock Awards |
| Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting |
| | | | | |
| Robert A. Iger | — | | $— | | 32,261 | $2,898,206 | |
| Kevin A. Lansberry | — | | — | | 10,129 | 927,022 | |
| Horacio E. Gutierrez | — | | — | | 6,295 | 592,013 | |
| Kristina K. Schake | — | | — | | 7,261 | 638,704 | |
| Sonia L. Coleman | — | | — | | 6,599 | 608,053 | |
| Robert A. Chapek | 60,860 | | 2,888,923 | | 44,675 | 4,058,593 | |
| Christine M. McCarthy | 42,533 | | 2,006,282 | | 33,140 | 2,995,761 | |
The value realized on the exercise of options is equal to the amount per share at which the NEO sold shares acquired on exercise (all of which occurred on the date of exercise) minus the exercise price of the option times the number of shares acquired on exercise of the options. The value realized on the vesting of stock awards is equal to the closing market price of the Company’s common stock on the date of vesting times the number of shares acquired upon vesting. The number of shares and value realized on vesting includes shares that were withheld at the time of vesting to satisfy tax withholding requirements.
Equity Compensation Plans
The following table summarizes information, as of September 30, 2023, relating to equity compensation plans of the Company pursuant to which grants of options, restricted stock, restricted stock units or other rights to acquire shares of the Company’s common stock may be granted from time to time.
| | | | | | | | | | | |
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (A) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (B) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(A)) (C) |
| | | |
Equity compensation plans approved by security holders1 | 42,410,1882;3 | $120.204 | 92,644,2263;5 |
| Equity compensation plans not approved by security holders | — | — | — |
| Total | 42,410,1882;3 | $120.204 | 92,644,2263;5 |
1These plans are the Company’s Amended and Restated 2011 Stock Incentive Plan, The Walt Disney Company/Pixar 2004 Equity Incentive Plan (the “Disney/Pixar Plan”, which was assumed by the Company in connection with the acquisition of Pixar) and The Walt Disney Company/TFCF 2013 Equity Incentive Plan (the “Disney/TFCF Plan”, which was assumed by the Company in connection with the acquisition of TFCF). The Disney/TFCF Plan expired on October 18, 2023 and these shares are no longer able to be granted.
2Includes an aggregate of 24,191,694 time-based restricted stock units and PBUs. Includes an aggregate of 11,640 restricted stock units granted under the Disney/Pixar Plan, which was approved by the shareholders of Pixar prior to the Company’s acquisition.
3Assumes shares issued upon vesting of PBUs vest at 100% of target number of units. For awards granted in fiscal 2021, the actual number of shares issued on vesting of PBUs could be zero to 150% of the target number of PBUs. For awards granted in fiscal 2022 and 2023, the actual number of shares issued on vesting of PBUs could be zero to 200% of the target number of PBUs.
4Reflects the weighted average exercise price of outstanding options; excludes restricted stock units and PBUs.
5Includes 382,356 securities available for future issuance under the Disney/Pixar Plan, which was approved by the shareholders of Pixar prior to the Company’s acquisition. Includes 27,720,535 securities available for future issuance under the Disney/TFCF Plan, which was approved by the shareholders of TFCF prior to the Company’s acquisition and has since expired on October 18, 2023. No shares remain available for future issuance under the Disney/TFCF Plan. Assumes all awards are made in the form of options. Each award of one restricted stock unit under the 2011 Stock Incentive Plan reduces the number of shares available under the plan by two, so the number of securities available for issuance will be smaller to the extent awards are made as restricted stock units.
Pension Benefits
The Company maintains a tax-qualified, noncontributory retirement plan, called the Disney Salaried Pension Plan D, for salaried employees who commenced employment before January 1, 2012. Benefits are based on a percentage of total average monthly compensation multiplied by years of credited service. For service years after 2012, average monthly compensation includes overtime, commission and regular bonus and is calculated based on the highest five consecutive years of compensation during the ten-year period prior to termination of employment or retirement, whichever is earlier. For service years prior to 2012, average monthly compensation considers only base salary, benefits were based on a somewhat higher percentage of average monthly compensation and benefits included a flat dollar amount based solely on years and hours of service. Retirement benefits are non-forfeitable after three years of vesting service (five years of vesting service prior to 2012) or at age 65 after one year of service. Actuarially reduced benefits are paid to participants whose benefits are non-forfeitable and who retire before age 65 but on or after age 55. The early retirement reduction is 50% at age 55, decreasing to 0% at age 65.
In calendar year 2023, the maximum compensation limit under a tax-qualified plan was $330,000 and the maximum annual benefit that may be accrued under a tax-qualified defined benefit plan was $265,000. The Company maintains a supplemental non-qualified, unfunded plan, the Amended and Restated Key Plan, which provides to key salaried employees the retirement benefits that cannot be provided under our tax-qualified plans because of these limitations and certain other limitations applicable to qualified plans. Under this plan, benefits are calculated in the same manner as under the Disney Salaried Pension Plan D (with the amounts payable offset by the benefits that are provided under the qualified plans), including the differences in benefit determination for years before and after January 1, 2012, described above, except as follows:
•starting on January 1, 2017, average annual compensation used for calculating benefits under the plans for any participant was capped at the greater of $1,000,000 or the participant’s average annual compensation determined as of January 1, 2017; and
•benefits for persons who were NEOs on January 1, 2012 are limited to the amount the executive officer would have received had the plan in effect prior to its January 1, 2012 amendment continued without change.
Company employees who either transferred to the Company from ABC, Inc. after the Company’s acquisition of ABC or worked for a legacy ABC company (e.g., ESPN) are also eligible to receive benefits under the Disney Salaried Pension Plan A (formerly known as the ABC, Inc. Retirement Plan) and a Benefit Equalization Plan, which, like the Amended and Restated Key Plan, provides eligible participants retirement benefits in excess of the compensation limits and maximum benefit accruals that apply to tax-qualified plans. Mr. Iger received credited years of service under those plans for the years prior to the Company’s acquisition of ABC, Inc. A term of the 1995 purchase agreement between ABC, Inc. and the Company provides that employees transferring employment to coverage under a Disney pension plan will receive an additional benefit under Disney plans equal to (a) the amount the employee would receive under the Disney pension plans if all of the employee’s ABC service were counted under the Disney pension less (b) the combined benefits the employee receives under the ABC plan (for service prior to the transfer) and the Disney plan (for service after the transfer). Mr. Iger transferred from ABC and, as such, receives a pension benefit under the Disney plans to bring his total benefit up to the amount he would have received if all his years of service had been credited under the Disney plans. The effect of these benefits is reflected in the present value of benefits under the Disney plans in the table below.
The Company also maintains the Disney Associated Companies’ Retirement Plan for certain hourly, union employees. Prior to 2005, hourly non-union employees could participate if they satisfied the participant requirements. Benefits under the Disney Associated Companies’ Retirement Plan are determined by a participant’s Credited Years of Service and Credited Hours of Service according to the schedule which applies to their employee group. Mr. Lansberry had 2 years of service, with 2,389 hours, under the Disney Associated Companies’ Retirement Plan from 1986 to 1988 before becoming eligible for the Disney Salaried Plan D.
As of the end of fiscal 2023, Mr. Lansberry was eligible for early retirement; Ms. McCarthy was eligible for retirement and Mr. Chapek’s separation constituted early retirement. Mr. Iger initially retired from the Company on December 31, 2021, at which point his accrued benefits were finalized.
Fiscal 2023 Pension Benefits Table
The following table sets forth the present value of the accumulated pension benefits that each NEO is eligible to receive under each of the plans described above.
| | | | | | | | | | | | | | | | | |
| Name | Plan Name | Number of Years of Credited Service at Fiscal Year-End | | Present Value of Accumulated Benefit at Fiscal Year-End1 | Payments During Last Fiscal Year1 |
| | | | | | |
| Robert A. Iger | Disney Salaried Pension Plan D | 22 | | $1,428,760 | | $108,751 | |
| Disney Amended and Restated Key Plan | 22 | | 11,539,258 | | 856,335 | |
| Disney Salaried Pension Plan A | 25 | | 697,649 | | 53,148 | |
| Benefit Equalization Plan of ABC, Inc. | 25 | | 5,507,939 | | 408,110 | |
| | Total | 19,173,606 | | 1,426,345 | |
| Kevin A. Lansberry | Disney Salaried Pension Plan D | 36 | | 2,363,350 | | — | |
| Disney Amended and Restated Key Plan | 36 | | 1,587,344 | | — | |
| Disney Associated Companies’ Retirement Plan | 2 | | 3,202 | | — | |
| | Total | 3,953,896 | | — | |
| Sonia L. Coleman | Disney Salaried Pension Plan D | 16 | | 459,461 | | — | |
| Disney Amended and Restated Key Plan | 16 | | 542,061 | | |
| | Total | 1,001,523 | | — | |
| Robert A. Chapek | Disney Salaried Pension Plan D | 30 | | 2,816,618 | | 175,195 | |
| Disney Amended and Restated Key Plan | 30 | | 11,359,642 | | 646,250 | |
| | Total | 14,176,260 | | 821,445 | |
| Christine M. McCarthy | Disney Salaried Pension Plan D | 24 | | 1,539,638 | | — | |
| Disney Amended and Restated Key Plan | 24 | | 3,725,250 | | — | |
| | Total | 5,264,888 | | — | |
1Amounts may not sum to total due to rounding.
These present values assume that each NEO retires at age 65 (or their age on September 30, 2023, if older) for purposes of the Disney Salaried Pension Plan D and the Amended and Restated Key Plan, and age 62 (or their age on September 30, 2023, if older) for purposes of the Disney Salaried Pension Plan A and the Benefit Equalization Plan of ABC, Inc. Age 65 is the normal retirement age under each of the plans and is also the age at which unreduced benefits are payable, except the earliest age at which unreduced benefits are payable under the ABC plans is age 62 for service years prior to 2012. The values also assume a straight life-annuity payment for an unmarried participant. Participants may elect other actuarially reduced forms of payment, such as joint and survivor benefits and payment of benefits for a period certain irrespective of the death of the participant. The present values were calculated using the 5.94% discount rate assumption set forth in footnote 10 to the Company’s Audited Financial Statements for fiscal 2023 and using actuarial factors including Pri-2012 annuitant mortality table, projected generationally with a modified version of the MP-2021 scale for males and females. The present values reported in the table are not available as lump sum payments under the plans.
Fiscal 2023 Non-Qualified Deferred Compensation Table
Under the Company’s Non-Qualified Deferred Compensation Plan, U.S.-based executives at the level of Vice President or above may defer a portion of their compensation and applicable taxes with an opportunity to earn a tax-deferred return on the deferred amounts. The plan gives eligible executives the opportunity to defer up to 50% of their base salary and up to 100% of their annual performance-based bonus award until retirement or termination of employment or, at the executive’s election, until an earlier date at least five years following the date the compensation is earned. The Company also has the option to make a contribution into an executive’s deferred compensation account on terms and subject to any conditions (such as vesting conditions) the Company chooses. Amounts in an executive’s deferred account earn a return based on the executive’s election among a series of mutual funds designated by the Company, which are generally the same funds available under the Company’s qualified deferred compensation plans. Returns on the funds available for the deferred account ranged from 0.75% to 26.49% for the year ended September 30, 2023.
The deferred amounts and any deemed earnings on the amounts are not actual investments and are obligations of the Company. Ms. McCarthy participated in this plan in fiscal 2023 and her contributions and aggregate earnings during the fiscal year and aggregate balance at the end of the fiscal year are reflected in the table below. Ms. McCarthy’s contributions represent deferred salary in the amount of $1,025,577 and bonus in the amount of $2,868,993. Mr. Lansberry and Mr. Chapek had positive returns on the year, but did not make a contribution in fiscal 2023.
The Key Employees Retirement Savings Plan is a defined contribution plan funded by the Company. The Plan is a non-qualified plan under IRS regulations that is intended to restore or replace certain benefits that cannot be provided under the qualified Retirement Savings Plan due to IRS compensation limits. Eligible pay under the Key Employees Retirement Savings Plan includes base salary, regular bonuses, overtime pay and commissions up to a $1,000,000 annual limit. The Company contributes 3%, 6% or 9% of eligible pay that exceeds the annual IRS compensation limit based on age and years of service as of the end of the plan year. Mr. Iger began participating in the plan when he was re-hired by the Company on November 20, 2022 and based on his age and service he is eligible for a 9% contribution.
| | | | | | | | | | | | | | | | | | | | |
| Executive Contributions in Last Fiscal Year | Company Contributions in Last Fiscal Year | Aggregate Earnings in Last Fiscal Year | Aggregate Withdrawals in Last Fiscal Year | Aggregate Balance at Last Fiscal Year-End | |
| | | | | | | |
| Robert A. Iger | $— | | $62,550 | | ($749.1) | | $— | | $61,801 | | |
| Kevin A. Lansberry | — | | — | | 366,022 | | — | | $2,605,595 | | |
| Robert A. Chapek | — | | — | | 944,536.33 | | 150,434 | $7,683,049 | | |
| Christine M. McCarthy | 3,894,570 | | — | | 7,446,037 | | — | | $58,005,491 | | |
Because the earnings accrued under these programs were not “above market” or preferential, these amounts are not reported in the “Fiscal 2023 Summary Compensation Table.” A portion of the aggregate balances at last fiscal year-end were however included in the Summary Compensation Table since fiscal 2021, as follows:
| | | | | | | | | | | | | | | | | |
| | Amount Included in Summary Compensation Table |
| Fiscal Year | Salary | Non-Equity Incentive Plan | All Other Compensation | Total |
| | | | | | |
| Robert A. Iger | 2023 | $— | | $— | | $62,550 | | $62,550 | |
| 2022 | — | | — | | — | | — | |
| 2021 | — | | — | | — | | — | |
| Kevin A. Lansberry | 2023 | — | | — | | — | | — | |
| 2022 | — | | — | | — | | — | |
| 2021 | — | | — | | — | | — | |
| Robert A. Chapek | 2023 | — | | — | | — | | — | |
| 2022 | — | | — | | — | | — | |
| 2021 | — | | — | | — | | — | |
| Christine M. McCarthy | 2023 | 1,025,577 | | — | | — | | 1,025,577 | |
| 2022 | 989,231 | | 5,565,846 | | — | | 6,555,077 | |
| 2021 | 951,242 | | 7,336,137 | | — | | 8,287,379 | |
Potential Payments and Rights on Termination or Change in Control
Our NEOs may receive compensation in connection with termination of their employment. This compensation is payable pursuant to (a) the terms of compensation plans applicable by their terms to all participating employees and (b) the terms of employment agreements with each of our NEOs (with the exception of Mr. Lansberry, who is employed on an at-will basis). During fiscal 2023, the employment agreements with our applicable NEOs had the following end dates: December 31, 2026 for Mr. Iger, December 31, 2024 for Mr. Gutierrez, June 29, 2026 for Ms. Schake, April 7, 2026 for Ms. Coleman, June 30, 2025 for Mr. Chapek and June 30, 2024 for Ms. McCarthy. As Mr. Chapek exited the Company as Chief Executive Officer before fiscal year end, he was not entitled to termination payments as of September 30, 2023. In fiscal 2023, the Company entered into a new employment agreement with Mr. Iger as Chief Executive Officer with an end date of December 31, 2024. In July 2023, the Board agreed to extend Mr. Iger’s employment agreement to December 31, 2026, noting that the extension of Mr. Iger’s employment agreement provides continuity of leadership during the Company’s ongoing transformation and allows more time to execute a transition plan for CEO succession, which remains a priority for the Board. In fiscal 2024, the Company entered into an amendment to Mr. Gutierrez’s employment agreement, pursuant to which the term of the agreement was extended to December 31, 2026.
On November 20, 2022 (after the commencement of fiscal 2023), the Board decided to exercise its right to terminate Mr. Chapek’s employment without cause. In connection with this termination, in the event that Mr. Chapek successfully completed all of the terms of his post-employment consulting agreement and did not violate the terms of the employment agreement that survive his termination or the general release, Mr. Chapek’s severance would strictly conform to the terms of his employment agreement such that he would be entitled to the following cash termination payments:
•$6,527,397 in remaining base salary through the scheduled expiration date of his employment agreement, as amended; and
•$1,027,397 equivalent to a pro-rated target bonus for fiscal 2023.
The treatment of the equity awards held by Mr. Chapek at his termination date under his employment agreement is described below in the section titled “Executive Compensation — Compensation Tables — Potential Payments and Rights on Termination of Change in Control —Termination Pursuant to Company Termination Right Other Than For Cause or By Executive For Good Reason.”
In June 2023, in connection with her leave of absence, which commenced on July 1, 2023, Ms. McCarthy and the Company entered into an amendment to Ms. McCarthy’s employment agreement, pursuant to which Ms. McCarthy ceased to serve as Senior Executive Vice President and Chief Financial Officer and has the title “Strategic Advisor” during her leave of absence. Ms. McCarthy’s duties as Strategic Advisor are to assist the Company with the transition of duties to the Company’s Chief Financial Officer and the last day of Ms. McCarthy’s leave and employment with the Company will be June 30, 2024. The terms of Ms. McCarthy’s compensation are unchanged, and she did not receive an equity grant in fiscal 2024.
The termination provisions included in our executive officers’ employment agreements serve a variety of purposes, including: providing the benefits of equity incentive plans to the executive and the executive’s family in case of death or disability; defining when the executive may be terminated with cause and receive no further compensation; and clearly defining rights in the event of a termination in other circumstances. The availability, nature and amount of compensation on termination differ depending on whether employment terminates because of:
•death or disability;
•the Company’s termination of the executive pursuant to the Company’s termination right or the executive’s decision to terminate because of action the Company takes or fails to take;
•the Company’s termination of the executive for cause; or
•expiration of an employment agreement, retirement or other voluntary termination.
The compensation that each of our NEOs may receive under each of these termination circumstances is described below.
In December 2023, the Compensation Committee adopted a cash severance policy pursuant to which the Company will not enter into any new agreement that provides, or amend any existing agreement to provide, any Section 16 officer of the Company the right to any cash severance payment that would exceed 2.99 times the sum of base salary plus target bonus for such officer unless such cash payment is approved by the Company’s shareholders.
It is important to note that the amounts of compensation set forth in the tables below are based on the specific assumptions noted and do not predict the actual compensation that our NEOs would receive. Actual compensation received would be a function of a number of factors that are unknowable at this time, including: the date of the executive’s termination of employment; the executive’s base salary at the time of termination; the executive’s age and service with the Company at the time of termination; and, because many elements of the compensation are performance-based pursuant to the Company’s compensation philosophy described in “Executive Compensation — Compensation Discussion and Analysis” above, the future performance of the Company.
Moreover, the option and restricted stock unit acceleration amounts in case of a termination without cause or by the executive for good reason assume that these awards immediately accelerate, which is not the case in the absence of a change in control. Rather, options and units continue to vest over time and in most cases are subject to the same performance measures that apply as if there had been no termination. (There is a deemed performance measure for vesting of restricted stock unit awards when termination is due to death or disability and the test to assure deductibility under Section 162(m) does not apply if it is not necessary to preserve deductibility.)
In each of the circumstances described below, our NEOs are eligible to receive earned, unpaid salary through the date of termination and benefits that are unconditionally accrued as of the date of termination pursuant to policies applicable to all employees. This includes the deferred compensation and earnings on these deferred amounts as described under the “Fiscal 2023 Non-Qualified Deferred Compensation Table.” This earned compensation is not described or quantified below because these amounts represent earned, vested benefits that are not contingent on the termination of employment, but we do describe and quantify benefits that continue beyond the date of termination that are in addition to those provided for in the applicable benefit plans. The executive’s accrued benefits include the pension benefits described under “Executive Compensation — Compensation Tables — Pension Benefits,” which become payable to all participants who have reached retirement age. Because they have reached early retirement or retirement age under the plans, Mr. Lansberry and Ms. McCarthy would have been eligible to receive these benefits if their employment had terminated at the end of fiscal 2023, and Mr. Iger is already receiving these benefits. Because the pension benefits do not differ from those described under “Executive Compensation — Compensation Tables — Pension Benefits” except in ways that are equally applicable to all salaried employees, the nature and amount of their pension benefits are not described or quantified below.
DEATH AND DISABILITY
The employment agreement of each NEO provides for payment of any unpaid bonus for any fiscal year that had been completed at the time of the executive’s death or termination of employment due to disability. The amount of the bonus will be determined by the Compensation Committee using the same criteria used for determining a bonus as if the executive remained employed. As Mr. Lansberry served as Interim CFO on an at-will basis, he is not due a cash payment at the time of death or termination of employment due to disability.
In addition to the compensation and rights in employment agreements, the 2011 Stock Incentive Plan and award agreements thereunder provide that all options awarded to a participant (including the NEOs) become fully exercisable upon the death or disability of the participant. Following the death or disability of the participant, options terminate on the earlier of (a) the scheduled expiration date and (b) in the case of death, 18 months and in the case of disability, 12 months. With respect to performance-based restricted stock units, if the performance measurement has not been made at the time of death or disability, all restricted stock units awarded to the participant under the 2011 Stock Incentive Plan will, to the extent the units had not previously been forfeited, fully vest (and deemed to have been satisfied at the 50th percentile of comparative performance) and become payable upon the death or disability of the participant. If a performance measurement has been made at the time of death or disability with respect to restricted stock units, the restricted stock units will vest and accelerate based on the performance measurement. Time-based restricted stock units become fully vested or payable upon death or disability to the extent not previously forfeited.
The following table sets forth the value of the estimated payments and benefits each of our NEOs (other than Mr. Chapek who exited the Company in November 2022) would have received under our compensation plans and their employment agreements if their employment had terminated at the close of business on the last day of fiscal 2023 as a result of death or disability. The value of option acceleration is equal to the difference between the $81.05 closing market price of shares of the Company’s common stock on September 29, 2023 (the last trading day in fiscal 2023) and the weighted average exercise price of options with an exercise price less than the market price times the number of shares subject to such options that would accelerate as a result of termination. The value of restricted stock unit acceleration is equal to the $81.05 closing market price of shares of the Company’s common stock on September 29, 2023 multiplied by the number of units that would accelerate as a result of termination, which, for PBUs, is equal to the target number of units.
| | | | | | | | | | | |
| Cash Payment1 | Option Acceleration | Restricted Stock Unit Acceleration |
| | | | |
| Robert A. Iger | $2,140,000 | | $— | | $17,536,870 | |
| Kevin A. Lansberry | — | | — | | 1,843,320 | |
Horacio E. Gutierrez2 | 3,000,000 | | — | | 7,059,414 | |
| Sonia L. Coleman | 1,250,000 | | — | | 2,518,629 | |
| Kristina K. Schake | 1,250,000 | | — | | 2,341,372 | |
| Christine M. McCarthy | 3,000,000 | | — | | 12,830,863 | |
1This amount is equal to the bonus awarded to the NEOs with respect to fiscal 2023 and set forth in the “Non-Equity Incentive Plan Compensation” column of the “Fiscal 2023 Summary Compensation Table.”
2Effective December 21, 2023, Mr. Gutierrez entered into an amended employment agreement with an end date of December 31, 2026. The above values reflect values calculated using a December 31, 2024 contract end date, which was the date in effect at the end of the fiscal year.
TERMINATION PURSUANT TO COMPANY TERMINATION RIGHT OTHER THAN FOR CAUSE OR BY EXECUTIVE FOR GOOD REASON
The employment agreement with each NEO provides that the executive officer will receive a bonus for any fiscal year that had been completed at the time of termination of employment if the executive officer’s employment is terminated by the Company pursuant to the Company’s termination right other than for cause (as described below) or by the NEO with good reason (as described below). The amount of the bonus will be determined by the Compensation Committee using the same criteria used for determining a bonus if the executive remained employed.
In addition, each NEO’s employment agreement provides that the NEO will receive the following compensation and rights conditioned on the NEO executing a general release of claims and, except for Mr. Iger (who has a separate consulting arrangement), agreeing to provide the Company with consulting services (the “Consulting Agreement”) for a period of six months after the NEO’s termination (or, if shorter, until the employment agreement expiration date):
•A lump sum payment equal to the base salary the NEO would have earned had the NEO remained employed during the term of the NEO’s Consulting Agreement (or, in the case of Mr. Iger, for up to six months), paid six months and one day after termination of employment.
•If the employment agreement expiration date is later than the end of the term of the NEO’s Consulting Agreement (or, in the case of Mr. Iger, six months after his employment termination date), a further lump sum payment equal to the base salary the NEO would have earned had the NEO remained employed after such period and until the termination of the NEO’s Consulting Agreement (subject to compliance with the terms of the Consulting Agreement).
•A bonus for the year in which the NEO is terminated equal to a pro-rata portion of a target bonus amount determined in accordance with the employment agreement.
•All options that had vested as of the termination date or were scheduled to vest no later than three months after the employment agreement expiration date will remain or become exercisable as though the NEO were employed until that date. The options will remain exercisable until the earlier of (a) the scheduled expiration date of the options and (b) three months after the employment agreement expiration date. In addition, as is true for all employees, options awarded at least one year before termination will continue to vest and will remain exercisable until the earlier of the expiration date of the option and five years after the termination date if the officer would have attained age 60 and have completed at least ten years of service as of that date. Pursuant to employment agreements with each of the NEOs, the termination date for these purposes will be deemed to be the employment agreement expiration date. For any employee that is eligible for immediate retirement benefits, options awarded within, but less than, one year of termination will vest to the extent they are scheduled to vest within three months of termination and will remain exercisable for 18 months following termination.
•All restricted stock units that were scheduled to vest prior to the employment agreement expiration date will vest as though the NEO were employed until that date to the extent applicable performance tests are met (but any test to assure deductibility of compensation under Section 162(m) will be waived for any units scheduled to vest after the fiscal year in which the termination of employment occurs unless application of the test is necessary to preserve deductibility). As is true for all employees, restricted stock units awarded at least one year before termination will continue to vest through the end of the vesting schedule to the extent applicable performance criteria are met if the officer would be over 60 years of age and have at least ten years of service as of the termination date. Pursuant to employment agreements with each of the NEOs, the termination date for these purposes will be deemed to be the employment agreement expiration date. Based on these provisions, all of the equity awards held by Mr. Chapek at the date of his termination, including the grants made on December 14, 2021, have continued to vest in accordance with the applicable vesting schedules.
The employment agreements provide that the Company has the right to terminate the NEO’s employment subject to payment of the foregoing compensation in its sole, absolute and unfettered discretion for any reason or no reason whatsoever. A termination for cause does not constitute an exercise of this right and would be subject to the compensation provisions described below under the section “Termination for Cause.”
The employment agreements provide that an NEO can terminate the NEO’s employment for “good reason” following notice to the Company within three months of the NEO having actual notice of the occurrence of any of the following events (except that the Company will have 30 days after receipt of the notice to cure the conduct specified in the notice):
(i)a reduction in the NEO’s base salary, annual target bonus opportunity or (where applicable) annual target long-term incentive award opportunity;
(ii)the removal from the NEO’s position;
(iii)a material reduction in the NEO’s duties and responsibilities;
(iv)the assignment to the NEO of duties that are materially inconsistent with the NEO’s position or duties or that materially impair the NEO’s ability to function in the NEO’s office;
(v)relocation of the NEO’s principal office to a location that is more than 50 miles outside of the greater Los Angeles area; or
(vi)a material breach of any material provision of the NEO’s employment agreement by the Company.
An NEO (or any employee holding equity awards) can also terminate for “good reason” after a change in control (as defined in the 2011 Stock Incentive Plan) if, within 12 months following the change in control, a “triggering event” occurs and in that case the 2011 Stock Incentive Plan provides that any outstanding options, restricted stock units, PBUs or other plan awards will generally become fully vested and, in certain cases, paid to the plan participant. A “triggering event” is defined to include: (a) a termination of employment by the Company other than for death, disability or “cause;” or (b) a termination of employment by the participant following a reduction in position, pay or other “constructive termination.” Under the 2011 Stock Incentive Plan, “cause” has the same meaning as in the NEO’s employment agreement, as defined below under “— Termination for Cause.” Any such payments that become subject to the excess parachute tax rules may be reduced in certain circumstances.
Each NEO’s employment agreement specifies that any compensation resulting from subsequent employment will not be offset against amounts described above.
As Mr. Lansberry was serving as Interim CFO on an at-will basis, his cash severance payment would be dictated by the Company’s severance policy. Given both Mr. Lansberry's level and over 37 years with the Company, he would be eligible to receive a lump sum payment equal to 52 weeks of base salary. As Mr. Lansberry is over the age of 60 and has been with the Company for over 10 years, any award he has held for over one year at the time of separation would be eligible for continued vesting for restricted stock units and vesting and exercisability of options.
The following table provides a quantification of benefits (as calculated in the following paragraph) each of the NEOs would have received if their employment had been terminated at the end of fiscal 2023 (under their employment agreements as in effect at that time and, for Mr. Lansberry, under the Company's severance plan) by the Company pursuant to its termination right or by the executive with good reason.
The “option valuation” amount is (a) the difference between the $81.05 closing market price of shares of the Company’s common stock on September 29, 2023 and the weighted average exercise price of options with an exercise price less than the market price times (b) the number of options with in-the-money exercise prices that would become exercisable despite the termination. The “restricted stock unit valuation” amount is the $81.05 closing market price on September 29, 2023, times the target number of units that could vest. However, as described above, options do not become immediately exercisable and restricted stock units do not immediately vest (and would eventually vest only to the extent applicable performance conditions are met) absent a change in control. The actual value realized from the exercise of the options and the vesting of restricted stock units may therefore be more or less than the amount shown below depending on changes in the market price of the Company’s common stock and the satisfaction of applicable performance tests.
| | | | | | | | | | | |
| Cash Payment1 | Option Valuation | Restricted Stock Unit Valuation |
| | | |
| Robert A. Iger | | | |
| No change in control | $5,405,385 | | $— | | $17,536,870 | |
| Change in control | 5,405,385 | | — | | 17,536,870 | |
| Kevin A. Lansberry | | | |
| No change in control | 694,485 | | — | | 688,196 | |
| Change in control | 694,485 | | — | | 1,843,320 | |
Horacio E. Gutierrez2 | | | |
| No change in control | 4,672,731 | | — | | 3,896,925 | |
| Change in control | 4,672,731 | | — | | 7,059,414 | |
| Kristina K. Schake | | | |
| No change in control | 3,398,000 | | — | | 2,341,372 | |
| Change in control | 3,398,000 | | — | | 2,341,372 | |
| Sonia L. Coleman | | | |
| No change in control | 3,145,192 | | — | | 1,964,571 | |
| Change in control | 3,145,192 | | — | | 2,518,629 | |
| | | | | | | | | | | |
| Cash Payment1 | Option Valuation | Restricted Stock Unit Valuation |
| | | |
| Christine M. McCarthy | | | |
| No change in control | 4,552,500 | | — | | 12,830,863 | |
| Change in control | 4,552,500 | | — | | 12,830,863 | |
1This amount is equal to the bonus awarded to the NEOs with respect to fiscal 2023 and set forth in the “Non-Equity Incentive Plan Compensation” column of the “Fiscal 2023 Summary Compensation Table,” plus the lump sum payments based on salary through the end of the employment term as described above.
2Effective December 21, 2023, Mr. Gutierrez entered into an amended employment agreement with an end date of December 31, 2026. The above values reflect values calculated using a December 31, 2024 contract end date, as that was the date in effect at the end of the fiscal year.
TERMINATION FOR CAUSE
Each NEO’s employment agreement provides that, if the NEO’s employment is terminated by the Company for cause, the NEO will only be eligible to receive the compensation earned and benefits vested through the date of such termination of employment, including any rights the NEO may have under the NEO’s indemnification agreement with the Company or the equity plans of the Company.
“Termination for Cause” is defined in each NEO’s employment agreement as termination based on a felony conviction, unauthorized disclosure of confidential information, failure to substantially perform such NEO’s duties, or any other significant policy violation that is significantly injurious to the Company unless, if the Company determines that the conduct or cause is curable, such conduct or cause is timely cured by the NEO.
EXPIRATION OF EMPLOYMENT TERM; RETIREMENT
Each of the NEOs is eligible to receive earned, unpaid salary and unconditionally vested accrued benefits (including continued vesting of restricted stock units and vesting and exercisability of options awarded more than one year prior to retirement if they are over 60 years of age with at least ten years of service) if the NEO’s employment terminates at the expiration of the NEO’s employment agreement or the NEO otherwise retires, but except as described below, they are not contractually entitled to any additional compensation in this circumstance.
Under the terms of Mr. Iger’s employment agreement as in effect at December 31, 2021, to enable the Company to have access to Mr. Iger’s unique skills, knowledge and experience with regard to the media and entertainment business and his institutional knowledge of the Company and its strategic evolution, upon his retirement, Mr. Iger was to serve as a consultant to the Company for a period of five years. In this capacity, Mr. Iger would provide assistance, up to certain specified monthly and annual maximum time commitments, on such matters as his successor as Chief Executive Officer may request from time to time. In consideration of his consulting services, Mr. Iger is to receive a quarterly fee of $500,000 for each of the quarters of this five-year period. For the five years following termination of employment, the Company would also provide Mr. Iger with the same security services (other than the personal use of a Company-provided or Company-leased aircraft) as it has made available to him as Chief Executive Officer. Under his employment agreement entered into on November 20, 2022, upon the re-commencement of his employment, the parties’ obligations in respect of these post-employment commitments are suspended and will resume to be fulfilled for the remaining term when Mr. Iger again terminates his employment with the Company. Under the amendment to his employment agreement entered into on July 12, 2023, the post-retirement security benefits will not be reduced for the approximately 11-month period such services were provided following Mr. Iger’s prior retirement on December 31, 2021.
Other NEO employment agreements each provide that the Chief Executive Officer may recommend to the Compensation Committee an annual cash bonus for the fiscal year in which their respective employment agreements end based on the executive’s contributions during that fiscal year.
As in the case of a termination under the Company’s termination right other than for cause or the executive’s right to terminate for good reason, vested options and restricted stock units will remain exercisable for 18 months for executives eligible to receive retirement benefits, and options and restricted stock units outstanding for at least one year will continue to vest, and options will remain exercisable, for up to three or five years (depending on the original grant date) if the NEO was age 60 or greater and had at least ten years of service at the date of retirement. In addition, under the terms of his employment agreement as in effect at December 31, 2021, the equity grants made to Mr. Iger in fiscal 2022 became eligible to continue to vest (and options remain exercisable) upon his retirement at December 31, 2021.
Pay Ratio
In accordance with SEC rules, we are providing the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of the Company’s median employee. The ratio is a reasonable estimate calculated in a manner consistent with SEC rules and the methodology described below.
Per SEC rules, the Company is permitted to use the same median employee as was used in fiscal 2022, and the Company determined that no change was needed to the median employee since there has been no change in the Company’s employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. Our methodology to confirm the median employee is consistent with last year. We reviewed the annual base salary of the global workforce as of the last business day of the fiscal year, September 29, 2023. Due to population size, we identified a band of employees with a base salary that approximates the median base salary for the Company. The median base salary reflects a workforce with large populations of seasonal, part-time and international employees working in multiple, distinct lines of business. We calculated the median employee’s total annual compensation for fiscal 2023 (which consisted of an increase to base salary, overtime pay and the Company’s contribution to health insurance premiums), and the median employee’s compensation did not contain distortive compensation features (e.g., abnormal amounts of overtime, special premium pay or commissions/tips, etc.).
The median Disney employee works in a full-time hourly role in parks and has been with the Company for over twelve years. For fiscal 2023, the median employee’s total annual compensation was $54,010. Mr. Iger was Chief Executive Officer on September 29, 2023. Mr. Iger’s total annual compensation, including the Company’s contribution to health insurance premiums (which are not included in the Fiscal 2023 Summary Compensation Table in this report), was $32,123,717. Since Mr. Iger became CEO beginning November 20, 2022, we have annualized his salary, other compensation and the Company’s contribution to health insurance premiums and included reported values for equity grants and change in pension value, as they are reflective of annual compensation. The ratio of these amounts was 595:1.
Pay Versus Performance
This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. The Compensation Committee did not consider the pay versus performance disclosure below in making its compensation decisions for any of the fiscal years shown. For discussion of how the Compensation Committee seeks to align pay with performance when making compensation decisions, please review the section above titled “Executive Compensation —Compensation Discussion and Analysis.”
Pay Versus Performance Table
The following table sets forth compensation information of our CEOs (Mr. Iger and Mr. Chapek) and our non-CEO NEOs and Company performance for the fiscal years listed below, in accordance with Item 402(v) of Regulation S-K.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Year | Summary Compensation Table Total for Mr. Iger1,2 | Compensation Actually Paid to Mr. Iger1,3,4 | Summary Compensation Table Total for Mr. Chapek5,6 | Compensation Actually Paid to Mr. Chapek3,5,7 | Average Summary Compensation Table Total for Non-CEO NEOs8,9 | Average Compensation Actually Paid to Non-CEO NEOs3,8,10 | Value of an initial $100 Investment Based on: | GAAP Net Income ($ Millions)12 | Adjusted Segment Operating Income13 |
Total Shareholder Return11 | Peer Group Total Shareholder Return11 |
| | | | | | | | | | |
| 2023 | $31,587,166 | | $21,754,776 | $9,940,392 | $6,153,457 | $8,342,092 | $6,069,195 | $66.14 | $129.46 | $2,354 | $12,863 |
| 2022 | — | | — | | 24,183,003 | 2,102,205 | 11,755,869 | -10,064,462 | 76.97 | 97.31 | 3,145 | 12,121 |
| 2021 | — | | — | | 32,464,293 | 41,482,221 | 20,269,748 | 44,993,365 | 143.62 | 131.85 | 1,995 | 4,055 |
1Mr. Iger has served as the Company’s CEO since November 20, 2022. Mr. Iger also served as Executive Chairman from February 24, 2020 until his retirement on December 31, 2021. Value shown relates to Mr. Iger’s service as CEO during fiscal 2023.
2Represents the amount of total compensation reported for our CEO, Mr. Iger, in the “Total” column of the “Summary Compensation Table” for fiscal 2023.
3We made certain assumptions in valuing equity for our compensation actually paid (“CAP”) calculations to determine the fair value or change in fair value as of the applicable year-end date. The assumptions used for each valuation date included stock price, risk-free rate, stock price volatility, expected exercise behavior and the probable outcome of any applicable performance conditions. These assumptions were determined based on the same methodologies as used to determine grant date fair values and were estimated in accordance with FASB ASC Topic 718.
4The dollar amounts reported in the “Compensation Actually Paid to Mr. Iger” column have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the CEO. These amounts reflect the amount set forth in the “Total” column of the “Summary Compensation Table” for each fiscal year presented, with certain adjustments as described in the table below, in accordance with the requirements of Item 402(v) of Regulation S-K. Amounts in the below reconciliation table may not sum to total due to rounding:
| | | | | | | | | | | |
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Mr. Iger | Fiscal Year 2023 | Fiscal Year 2022 | Fiscal Year 2021 |
| Summary Compensation Table Total | $31,587,166 | — | | — | |
Minus: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | 26,103,448 | — | | — | |
Plus: Fair Value at Fiscal Year-End of Option and Stock Awards Granted in Fiscal Year That Were Outstanding and Unvested at Fiscal Year-End | 20,260,990 | — | | — | |
Plus: Year-Over-Year Change in Fair Value at Fiscal Year-End of Option and Stock Awards Granted in Any Prior Fiscal Year That Were Outstanding and Unvested at Fiscal Year-End | -2,934,893 | — | | — | |
Plus: Fair Value at Vesting Date of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | | — | | — | |
Plus: Change in Fair Value as of Vesting Date (From the End of the Prior Fiscal Year) of Option and Stock Awards Granted in Any Prior Fiscal Year For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | -1,055,039 | — | | — | |
Minus: Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Any Prior Fiscal Year That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | | — | | — | |
Plus: Value of Dividends or Other Earnings Paid on Option and Stock Awards in the Fiscal Year Not Otherwise Reflected in Total Compensation for the Fiscal Year | — | | — | | — | |
| | | | | | | | | | | |
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Mr. Iger | Fiscal Year 2023 | Fiscal Year 2022 | Fiscal Year 2021 |
Minus: Change in Pension Value From the Summary Compensation Table for the Fiscal Year | — | | — | | — | |
Plus: Pension Service Costs in Fiscal Year | — | | — | | — | |
| Compensation Actually Paid | $21,754,776 | — | | — | |
5Mr. Chapek served as the Company’s CEO during fiscal 2022 & 2021 until his separation during fiscal 2023.
6Represents the amount of total compensation reported for Mr. Chapek in the “Total” column of the “Summary Compensation Table” for each fiscal year presented.
7The dollar amounts reported in the “Compensation Actually Paid to Mr. Chapek” column have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by Mr. Chapek. These amounts reflect the amount set forth in the “Total” column of the “Summary Compensation Table” for each fiscal year presented, with certain adjustments as described in the table below, in accordance with the requirements of Item 402(v) of Regulation S-K. Amounts in the below reconciliation table may not sum to total due to rounding:
| | | | | | | | | | | |
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Mr. Chapek | Fiscal Year 2023 | Fiscal Year 2022 | Fiscal Year 2021 |
| Summary Compensation Table Total | $9,940,392 | $24,183,003 | $32,464,293 |
Minus: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | 1,324,503 | 14,560,852 | 13,965,478 |
Plus: Fair Value at Fiscal Year-End of Option and Stock Awards Granted in Fiscal Year That Were Outstanding and Unvested at Fiscal Year-End | 1,102,906 | 8,788,726 | 14,286,960 |
Plus: Year-Over-Year Change in Fair Value at Fiscal Year-End of Option and Stock Awards Granted in Any Prior Fiscal Year That Were Outstanding and Unvested at Fiscal Year-End | -3,444,195 | -14,852,667 | 6,002,525 |
Plus: Fair Value at Vesting Date of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | | — | | — | |
Plus: Change in Fair Value as of Vesting Date (From the End of the Prior Fiscal Year) of Option and Stock Awards Granted in Any Prior Fiscal Year For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | -512,231 | -2,247,055 | 3,231,102 |
Minus: Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Any Prior Fiscal Year That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | | — | | — | |
Plus: Value of Dividends or Other Earnings Paid on Option and Stock Awards in the Fiscal Year Not Otherwise Reflected in Total Compensation for the Fiscal Year | -439 | -9,809 | 24,261 |
Minus: Change in Pension Value From the Summary Compensation Table for the Fiscal Year | 220,581 | — | | 1,358,505 |
Plus: Pension Service Costs in Fiscal Year | 612,108 | 800,858 | 797,062 |
| Compensation Actually Paid | $6,153,457 | $2,102,205 | $41,482,221 |
8The individuals comprising the non-CEO NEOs are as follows:
Fiscal 2023: Ms. Coleman, Mr. Gutierrez, Mr. Lansberry, Ms. McCarthy, Ms. Schake
Fiscal 2022: Mr. Gutierrez, Mr. Iger, Ms. McCarthy, Geoffrey Morrell, Paul Richardson, Ms. Schake
Fiscal 2021: Alan Braverman, Mr. Iger, Ms. McCarthy, Zenia Mucha, Jayne Parker
9Represents the average of the amounts of total compensation reported for our non-CEO NEOs, as a group, in the “Total” column of the “Summary Compensation Table” for each fiscal year presented.
10The dollar amounts reported in the ”Average Compensation Actually Paid to Non-CEO NEOs” column have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the non-CEO NEOs. These amounts reflect the average of the amounts set forth in the ”Total” column of the ”Summary Compensation Table” for each fiscal year presented for the applicable non-CEO NEOs, with certain adjustments as described in the table below, in accordance with the requirements of Item 402(v) of Regulation S-K. Amounts in the below reconciliation table may not sum to total due to rounding:
| | | | | | | | | | | |
| Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-CEO NEOs | Fiscal Year 2023 | Fiscal Year 2022 | Fiscal Year 2021 |
| Summary Compensation Table Total | $8,342,092 | $11,755,869 | $20,269,748 |
Minus: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | 5,205,176 | 6,313,149 | 9,372,260 |
Plus: Fair Value at Fiscal Year-End of Option and Stock Awards Granted in Fiscal Year That Were Outstanding and Unvested at Fiscal Year-End | 4,114,435 | 4,136,272 | 8,367,110 |
Plus: Year-Over-Year Change in Fair Value at Fiscal Year-End of Option and Stock Awards Granted in Any Prior Fiscal Year That Were Outstanding and Unvested at Fiscal Year-End | -1,075,192 | -6,214,511 | 20,182,305 |
Plus: Fair Value at Vesting Date of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 52,223 | — | | — | |
Plus: Change in Fair Value as of Vesting Date (From the End of the Prior Fiscal Year) of Option and Stock Awards Granted in Any Prior Fiscal Year For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | -170,899 | -13,291,126 | 5,188,583 |
Minus: Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Any Prior Fiscal Year That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | | — | | — | |
Plus: Value of Dividends or Other Earnings Paid on Option and Stock Awards in the Fiscal Year Not Otherwise Reflected in Total Compensation for the Fiscal Year | -147 | -230,670 | 335,626 |
Minus: Change in Pension Value From the Summary Compensation Table for the Fiscal Year | 48,694 | — | | 257,407 |
Plus: Pension Service Costs in Fiscal Year | 60,552 | 92,853 | 279,661 |
| Compensation Actually Paid | $6,069,195 | -$10,064,462 | $44,993,365 |
11Required by Item 201(e) of Regulation S-K included in the report for each listed fiscal year. Total Shareholder Return represents the cumulative return on a fixed investment of $100 in the common stock (including reinvested dividends) of (a) the Company and (b) our general industry peer group, respectively, for the period starting October 3, 2020 through the end of the listed fiscal year.
The peer group TSR uses the following peer companies from our general industry peer group for each year:
–Fiscal 2023: Alphabet, Inc., Amazon.com, Inc., Apple, Inc., AT&T Inc., Charter Communications, Inc., Comcast Corporation, IBM Corporation, Meta Platforms, Inc., Microsoft Corporation, Netflix, Inc., NIKE, Inc., Oracle Corporation, Paramount Global, Verizon Communications Inc., Warner Bros. Discovery, Inc.
–Fiscal 2022: Alphabet, Inc., Amazon.com, Inc., Apple, Inc., AT&T Inc., Charter Communications, Inc., Cisco Systems, Comcast Corporation, IBM Corporation, Intel, Meta Platforms, Inc., Microsoft Corporation, Netflix, Inc., Oracle Corporation, Paramount Global, Verizon Communications Inc., Warner Bros. Discovery, Inc.
–Fiscal 2021: Alphabet, Inc., Amazon.com, Apple, Inc., AT&T Inc., Charter Communications, Inc., Cisco Systems, Comcast Corporation, Discovery, IBM Corporation, Intel, Meta Platforms, Inc., Microsoft Corporation, Netflix, Inc., Oracle Corporation, Verizon Communications Inc., ViacomCBS
12Reflects net income calculated in accordance with generally accepted accounting principles (”GAAP”) in the Company’s Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for the applicable fiscal year.
13Adjusted Segment Operating Income consists of total segment operating income, as adjusted based on the Compensation Committee's evaluation against the bonus plan performance each fiscal year. ”Total segment operating income” consists of the total of segment operating income from each of our segments, which is equivalent to income from continuing operations before income taxes, adjusted for corporate and unallocated shared expenses, restructuring and impairment charges, A+E gain (for fiscal 2023), net other (income) expense, net interest expense, amortization of TFCF and Hulu intangible assets and fair value step-up on film and television costs and the impact of content license early terminations (for fiscal 2022). In addition, in fiscal 2021 the Committee adjusted actual total segment operating income to exclude the net benefits the Company received from timing variances related to the pandemic, such as savings from delayed programming and domestic parks operating efficiencies, partially offset by delays in park openings. We determined Adjusted Segment Operating Income to be the most important financial performance measure used to link Company performance to CAP to our CEOs and non-CEO NEOs in fiscal 2023, as required pursuant to Item 402(v) of Regulation S-K. This performance measure may not have been the most important financial performance measure for prior fiscal years, and we may determine a different financial performance measure to be the most important financial performance measure in future years.
Description of Relationships
The following charts show graphically the relationships over the past three fiscal years of the CAP amounts for our CEOs and non-CEO NEOs as compared to our cumulative TSR, peer group TSR, GAAP net income, and Adjusted Segment Operating Income.
Tabular List of Performance Metrics
The following table lists the five financial performance measures that, in the Company’s assessment, represent the most important performance measures used to link CAP for our NEOs to Company performance for fiscal 2023.
| | |
3.1Performance Metrics |
| Adjusted Segment Operating Income |
| Adjusted Revenue |
| Adjusted After-Tax Free Cash Flow |
| Return on Invested Capital |
| TSR Performance Relative to the S&P 500 |
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Stock Ownership
Based on a review of filings with the SEC, the Company has determined that the following persons hold more than 5% of the outstanding shares of Disney common stock. Applicable percentage ownership is based 1,833,541,083 shares outstanding as of January 3, 2024.
To our knowledge, except as noted below no person or entity is the beneficial owner of more than 5% of the voting power of the Company’s stock.
| | | | | | | | |
| Name and Address of Beneficial Owner | Shares | Percent of Class |
| | |
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355 | 146,328,5091 | 8.0% |
Blackrock, Inc.
55 East 52nd Street
New York, NY 10055 | 120,970,2142 | 6.6% |
1According to Vanguard’s Schedule 13G/A filing with the SEC, Vanguard has sole voting power with respect to no shares, shared voting power with respect to 2,539,313 shares, sole dispositive power with respect to 138,851,722 shares and shared dispositive power with respect to 7,476,787 shares.
2According to Blackrock’s Schedule 13G/A filing with the SEC, Blackrock has sole voting power with respect to 107,134,578 shares, shared voting power with respect to no shares, sole dispositive power with respect to 120,970,214 shares and shared dispositive power with respect to no shares.
The following table shows the amount of Disney common stock beneficially owned (unless otherwise indicated) by Directors, nominees and NEOs and by Directors, nominees and executive officers as a group. Except as otherwise indicated, all information is as of January 3, 2024.
| | | | | | | | | | | | | | |
| Name | Shares1,2 | Stock Units3 | Shares Acquirable Within 60 Days4 | Percent of Class |
| | | | | |
| Mary T. Barra | 229 | 18,175 | - | * |
| Safra A. Catz | 11,131 | 6,498 | - | * |
| Amy L. Chang | 1,198 | 5,792 | - | * |
| Robert A. Chapek | 216 | - | 487,445 | * |
| Sonia L. Coleman | 2,637 | - | 14,331 | * |
| D. Jeremy Darroch | 1,156 | - | - | * |
| Francis A. deSouza | 6,056 | 9,803 | - | * |
| Carolyn N. Everson | 265 | 4,085 | - | * |
| Michael B.G. Froman | 8,623 | 6,425 | - | * |
| James P. Gorman | - | - | - | * |
| Horacio E. Gutierrez | 9,407 | - | 54,519 | * |
| Robert A. Iger | 204,899 | - | 2,156,346 | * |
| Maria Elena Lagomasino | 2,815 | 24,957 | - | * |
| Kevin A. Lansberry | 16,534 | - | 59,825 | * |
| Christine M. McCarthy | 207,788 | - | 531,474 | * |
| Calvin R. McDonald | 1,671 | 7,190 | - | * |
| Mark G. Parker | 129 | 24,301 | - | * |
| Derica W. Rice | 1 | 13,899 | - | * |
| Kristina K. Schake | 6,875 | - | 17,324 | * |
| All Directors, nominees and executive officers as a group (17 persons) | 257,342.65 | 121,123.70 | 2,242,520.00 | * |
*Less than 1% of outstanding shares.
1The number of shares shown includes shares that are individually or jointly owned, as well as shares over which the individual has either sole or shared investment or voting authority. Some Directors and executive officers disclaim beneficial ownership of some of the shares included in the table, as follows: Ms. Barra — 229 shares held in a trust and by spouse in trust; Ms. Chang — 120 shares held in a trust; Mr. Chapek — 214 shares held in a trust and by an adult child; Mr. Froman — 20 shares held in a trust; and Mr. Iger — 156 shares held by his spouse. All Directors and executive officers as of January 3, 2024 as a group disclaim beneficial ownership of a total of 747 shares.
2For NEOs, the number of shares listed includes interests in shares held in Company savings and investment plans as of January 3, 2024: Ms. Coleman — 776 shares; Mr. Iger — 20,552 shares; Mr. Lansberry — 767 shares; Ms. McCarthy — 4,307 shares; and all executive officers as of January 3, 2024 as a group — 21,328 shares.
3Reflects the number of stock units credited as of January 3, 2024 to the account of each non-employee Director participating in the 2011 Stock Incentive Plan. These units are payable solely in shares of Company common stock as described in Item 11. Executive Compensation — “Director Compensation,” but do not have current voting or investment power. Excludes unvested restricted stock units awarded to executives under the 2011 Stock Incentive Plan that vest on a performance basis and other restricted stock units awarded to executives that have not vested under their vesting schedules.
4Reflects the number of shares that could be purchased by exercise of options exercisable at January 3, 2024, or within 60 days thereafter under the Company’s stock option plans and the number of shares underlying restricted stock units that vest within 60 days of January 3, 2024, excluding dividend equivalent units that will vest in that period.
Equity Compensation Plans
Information regarding the equity compensation plans of the Company is set forth in Item 11. Executive Compensation — “Executive Compensation — Compensation Tables — Equity Compensation Plans.”
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
Certain Relationships and Related Person Transactions
The Board has adopted a written policy for review of transactions in any fiscal year in which the Company is a participant and in which any Director, Director nominee, executive officer, holder of more than 5% of our outstanding shares or any immediate family member of any of these persons has a direct or indirect material interest. Directors, Director nominees, 5% shareholders and executive officers are required to inform the Company of any such transaction promptly after they become aware of it and the Company collects information from Directors, Director nominees and executive officers about their affiliations and affiliations of their family members so the Company can search its records for any such transactions. Transactions are presented to the Governance and Nominating Committee of the Board (or to the Chair of the Committee if the Committee delegates this responsibility) for approval before they are entered into or, if this is not possible, for ratification after the transaction has been entered into. The Committee approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company, including whether the transaction impairs independence of a Director.
Each of the investment management firms, Vanguard Group, Inc. and Blackrock, Inc., through their affiliates, held more than 5% of the Company’s shares during fiscal 2023. Funds managed by affiliates of Vanguard and Blackrock are included as investment options in defined contribution plans offered to Company employees. In addition, Blackrock manages investment portfolios for the Company’s pension funds and provides a risk analytics platform related to management of investments in the pension funds. Vanguard and Blackrock received fees of approximately $1 million and $9 million, respectively, in fiscal 2023 based on the amounts invested in funds managed by them. The ongoing relationships were reviewed and approved in fiscal 2023 by the Governance and Nominating Committee under the Related Person Transaction Approval Policy.
Beginning in fiscal 2021, MVL Productions LLC, a subsidiary of the Company, contracted with a company wholly owned by Mr. Chapek’s son, Brian Chapek (“Mr. B. Chapek”), for Mr. B. Chapek’s exclusive services for a three-year period. The contract provided for Mr. B. Chapek to receive an annual base payment of $322,000 in fiscal 2021, $342,000 in fiscal 2022 and $367,000 in fiscal 2023. These amounts are inclusive of a payment in lieu of benefits. Additionally, Mr. B. Chapek would receive a $200,000 fee for each film on which he served as lead producer and an additional bonus calculated by a predetermined formula based on the worldwide box office of films on which he worked ($31,000 for fiscal 2023), consistent with a range and structure typical of producer deals at Walt Disney Studios. From October 2022 to June 2023, Mr. B. Chapek received $276,500 of the $367,000 annual base payment, plus an additional $74,667 for production work on a film, under the contract.
In June 2023, MVL Productions LLC terminated the contract and re-hired Mr. B. Chapek as an employee with the title of Executive, Production & Development. Compensation terms for Mr. B. Chapek include a base salary of $320,000 (prorated for the final three months of fiscal 2023), with a year-end bonus of $94,000, a long-term incentive award of $48,000 granted in December 2023, a signing bonus of $400,000 that was paid in July 2023 and estimated benefits of approximately $5,663. Mr. B. Chapek is also eligible for Marvel film bonuses. For fiscal 2023, Mr. B. Chapek earned total compensation and benefits of $963,061. Mr. B. Chapek was paid an amount and his compensation was structured the same as similarly situated employees. This relationship was reviewed and approved in fiscal 2023 by the Governance and Nominating Committee under the Related Person Transaction Approval Policy.
In fiscal 2023, Daniel McCormick, son of Christine McCarthy was employed as Senior Manager-Research in the General Entertainment Content business. For fiscal 2023, Mr. McCormick’s base salary was $133,157, his benefits were approximately $11,736 and his bonus was $18,554. Mr. McCormick was paid an amount and his compensation was structured the same as similarly situated employees. This relationship was reviewed and approved in fiscal 2023 by the Governance and Nominating Committee under the Related Person Transaction Approval Policy.
Director Independence
The provisions of the Company’s Corporate Governance Guidelines regarding Director independence meet and, in some respects, exceed the listing standards of the New York Stock Exchange. The Corporate Governance Guidelines are available on the Company’s Investor Relations website under the “Corporate Governance” heading at www.disney.com/investors and in print to any shareholder who requests them from the Company’s Secretary.
Pursuant to the Corporate Governance Guidelines, the Board undertook its annual review of Director independence in November 2023. During this review, the Board considered transactions and relationships between the Company and its subsidiaries and affiliates on the one hand, and on the other hand, Directors, immediate family members of Directors or entities of which a Director or an immediate family member is an executive officer, general partner or significant equity holder. The Board also considered whether there were any transactions or relationships between any of these persons or entities and the Company’s executive officers or their affiliates. As provided in the Corporate Governance Guidelines, the purpose of this review was to determine whether any such relationships or transactions existed that were inconsistent with a determination that the Director is independent.
As a result of this review, the Board affirmatively determined that all of the Directors serving in fiscal 2023 or nominated for election at the Annual Meeting are independent of the Company and its management under the standards set forth in the Corporate Governance Guidelines, with the exception of Mr. Iger and Mr. Chapek, neither of whom is considered independent because of employment as a senior executive of the Company. Additionally, Mr. Chapek’s son provided producer services to the Company and was re-hired as an employee in fiscal 2023, as discussed under the section titled “Certain Relationships and Related Person Transactions” above.
In determining the independence of each Director, the Board considered and deemed immaterial to the Directors’ independence transactions involving the sale of products and services in the ordinary course of business between the Company on the one hand, and on the other, companies or organizations at which some of our Directors or their immediate family members were officers or employees during fiscal 2023. In each case, the amount paid to or received from these companies or organizations in each of the last three years was below the 2% of total revenue threshold in the Corporate Governance Guidelines. The Board determined that none of the relationships it considered impaired the independence of the Directors.
ITEM 14. Principal Accounting Fees and Services
Auditor Fees and Services
The following table presents fees for professional services rendered by PricewaterhouseCoopers LLP for the audit of the Company’s annual financial statements and internal control over financial reporting for fiscal 2023 and fiscal 2022, together with fees for audit-related, tax and other services rendered by PricewaterhouseCoopers LLP during fiscal 2023 and fiscal 2022. Audit-related services consisted principally of audits and agreed upon procedures of other entities related to the Company, viewership rankings and other attest projects. Tax services consisted principally of planning and advisory services and tax compliance assistance. Other services consisted of other miscellaneous services, including accounting research software. The Audit Committee directs and reviews the negotiations associated with the Company’s retention of its independent registered public accountants.
| | | | | | | | |
| Fiscal 2023 | Fiscal 2022 |
| (in millions) |
| | | |
| Audit fees | $28.9 | $30.1 |
| Audit-related fees | 1.9 | 2.3 |
| Tax fees | 3.0 | 2.5 |
| All other fees | 0.1 | 0.1 |
Policy for Approval of Audit and Permitted Non-Audit Services
All audit, audit-related, tax and other services were pre-approved by the Audit Committee, which concluded that the provision of such services by PricewaterhouseCoopers LLP was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. The Audit Committee’s Outside Auditor Independence and Pre-Approval Policy provides for pre-approval of specifically described audit, audit-related, tax and other services by the Committee on an annual basis, but individual engagements anticipated to exceed pre-established thresholds must be separately approved. The policy also requires specific approval by the Committee if total fees for audit-related, tax and other services would exceed total fees for audit services in any fiscal year. The policy authorizes the Committee to delegate to one or more of its members pre-approval authority with respect to permitted services, and the Committee has delegated to the Chair of the Committee the authority to pre-approve services in certain circumstances.
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
1.Financial Statements and Schedules
No financial statement or supplemental data are filed with this report on Form 10-K/A. See Index to Financial Statements and Supplemental Data of the Original Form 10-K.
2.Exhibits
The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.
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| Exhibit | Location |
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| 3.3 | Amended and Restated Certificate of IncorporationBylaws of The Walt Disney Company, effective as of March 19, 2019November 30, 2023 | | |
3.2 | | Certificate of Amendment to the Restated Certificate of Incorporation of The Walt Disney Company, effective as of March 20, 2019 | | |
3.3 | | Amended and Restated Bylaws of The Walt Disney Company, effective as of March 20, 2019 | | |
3.4 | | Amended and Restated Certificate of Incorporation of TWDC Enterprises 18 Corp., effective as of March 20, 2019 | | |
3.5 | | Amended and Restated Bylaws of TWDC Enterprises 18 Corp., effective as of March 20, 2019 | | |
3.6 | | Certificate of Elimination of Series B Convertible Preferred Stock of The Walt Disney Company, as filed with the Secretary of State of the State of Delaware on November 28, 2018 | | |
4.1 | | Senior Debt Securities Indenture, dated as of September 24, 2001, between TWDC Enterprises 18 Corp. and Wells Fargo Bank, N.A., as Trustee | | |
4.2 | | First Supplemental Indenture, dated as of March 20, 2019, among The Walt Disney Company, TWDC Enterprises 18 Corp. and Wells Fargo Bank, N.A., as Trustee | | |
4.3 | | Indenture, dated as of March 20, 2019, by and among The Walt Disney Company, as issuer, and TWDC Enterprises 18 Corp., as guarantor, and Citibank, N.A., as trustee | | |
4.4 | | Other long-term borrowing instruments are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Company undertakes to furnish copies of such instruments to the Commission upon request | | |
4.5 | | Description of Registrant’s Securities | | |
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| | Exhibit | | Location |
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10.1 | | Employment Agreement dated as of February 24, 2020 between the Company and Robert Chapek † | | |
10.2 | | Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger † | | |
10.3 | | Amendment dated July 1, 2013 to Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger † | | |
10.4 | | Amendment dated October 2, 2014 to Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger † | | |
10.5 | | Amendment dated March 22, 2017 to Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger † | | |
10.6 | | Amendment dated December 13, 2017 to Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger † | | |
10.7 | | Amendment to Amended and Restated Employment Agreement, Dated as of October 6, 2011, as amended, between the Company and Robert A. Iger, dated November 30, 2018 † | | |
10.8 | | Amendment to Amended and Restated Employment Agreement, Dated as of October 6, 2011, as amended, between the Company and Robert A. Iger, dated March 4, 2019 † | | |
10.9 | | Amendment to Amended and Restated Employment Agreement, Dated as of October 6, 2011 and as previously amended, between the Company and Robert A. Iger, dated February 24, 2020 † | | |
10.10 | | Employment Agreement, dated as of September 27, 2013 between the Company and Alan N. Braverman † | | |
10.11 | | Amendment dated February 4, 2015 to the Employment Agreement dated as of September 27, 2013 between the Company and Alan N. Braverman † | | |
10.12 | | Amendment dated August 15, 2017 to the Employment Agreement dated as of September 27, 2013 between the Company and Alan N. Braverman † | | |
10.13 | | Amendment dated December 3, 2018 to the Employment Agreement, dated as of September 27, 2013, as amended, between the Company and Alan N. Braverman † | | |
10.14 | | Amendment dated October 8, 2019 to the Employment Agreement, dated as of September 27, 2013, as amended, between the Company and Alan N. Braverman † | | |
10.15 | | Employment Agreement dated August 15, 2017 and effective between the Company and Jayne Parker † | | |
10.16 | | Employment Agreement dated as of July 1, 2015 between the Company and Christine M. McCarthy † | | |
10.17 | | Amendment dated August 15, 2017 to the Employment Agreement dated as of July 1, 2015 between the Company and Christine M. McCarthy † | | |
10.18 | | Amendment dated December 2, 2020 to Amended Employment Agreement dated as of July 1, 2015 between the Company and Christine M. McCarthy † | | |
10.19 | | Employment Agreement, dated as of September 27, 2018 between the Company and Zenia Mucha † | | |
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| | Exhibit | | Location |
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10.20 | | Employment Agreement, dated as of July 1, 2021 between the Company and Paul J. Richardson † | | |
10.21 | | Voluntary Non-Qualified Deferred Compensation
Plan † | | |
10.22 | | Description of Directors Compensation | | |
10.23 | | Form of Indemnification Agreement for certain officers and directors † | | Annex C to the Proxy Statement for the 1987 annual meeting of DEI |
10.24 | | Form of Assignment and Assumption of Indemnification Agreement for certain officers and directors † | |
|
10.25 | | 1995 Stock Option Plan for Non-Employee Directors | | |
10.26 | | Amended and Restated 2002 Executive Performance Plan † | | |
10.27 | | Management Incentive Bonus Program † | | |
10.28 | | Amended and Restated 1997 Non-Employee Directors Stock and Deferred Compensation Plan | | |
10.29 | | Amended and Restated The Walt Disney Company/Pixar 2004 Equity Incentive Plan † | | |
10.30 | | Amended and Restated 2011 Stock Incentive Plan † | | |
10.31 | | Disney Key Employees Retirement Savings Plan † | | |
10.32 | | Amendments dated April 30, 2015 to the Amended and Restated The Walt Disney Productions and Associated Companies Key Employees Deferred Compensation and Retirement Plan, Amended and Restated Benefit Equalization Plan of ABC, Inc. and Disney Key Employees Retirement Savings Plan † | | |
10.33 | | Second Amendment to the Disney Key Employees Retirement Savings Plan † | | |
10.34 | | Group Personal Excess Liability Insurance Plan † | | |
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10.35 | | Form of Non-Qualified Stock Option Award Agreement † | | |
10.36 | | Form of Restricted Stock Unit Award Agreement (Time-Based Vesting) † | | |
10.37 | | Form of Performance-Based Stock Unit Award Agreement (Section 162(m) Vesting Requirement) † | | |
10.38 | | Form of Performance- Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests) † | | |
10.39 | | Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests/Section 162(m) Vesting Requirements) † | | |
10.40 | | Form of Restricted Stock Unit Award Agreement (Time-Based Vesting) † | | |
10.41 | | Form of Performance-Based Stock Unit Award Agreement (Section 162(m) Vesting Requirement) † | | |
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| | Exhibit | | Location |
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10.42 | | Form of Performance-Based Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/EPS Growth Tests/
Section 162(m) Vesting Requirement) † | | |
10.43 | | Form of Performance-Based Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/EPS Growth Tests) † | | |
10.44 | | Form of Non-Qualified Stock Option Award Agreement † | | |
10.45 | | Performance-Based Stock Unit Award (Four-Year Vesting subject to Total Shareholder Return Test/Section 162(m) Vesting Requirements) for Robert A. Iger dated as of December 13, 2017 † | | |
10.46 | | Performance-Based Stock Unit Award (Four-Year Vesting subject to Total Shareholder Return Test) as Amended and Restated November 30, 2018 by and between the Company and Robert A. Iger † | | |
10.47 | | Performance-Based Stock Unit Award (Section 162(m) Vesting Requirement) for Robert A. Iger dated as of December 13, 2017 † | | |
10.48 | | Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests) † | | |
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10.49 | | Twenty-First Century Fox, Inc. 2013 Long-Term Incentive Plan † | | |
10.50 | | Five-Year Credit Agreement dated as of March 9, 2018 | | |
10.51 | | First Amendment dated as of December 19, 2018 to the Five-Year Credit Agreement dated as of March 9, 2018 | | |
10.52 | | Five-Year Credit Agreement dated as of March 6, 2020 | | |
10.53 | | 364-Day Credit Agreement dated as of March 5, 2021 | | |
21 | | Subsidiaries of the Company | | |
22 | | List of Guarantor Subsidiaries | | |
23 | | Consent of PricewaterhouseCoopers LLP | | |
| 31(a) | | Rule 13a-14(a) Certification of Chief Executive Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 | | |
| 31(b) | | Rule 13a-14(a) Certification of Chief Financial Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 | | |
32(a) | | Section 1350 Certification of Chief Executive Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002** | | |
32(b) | | Section 1350 Certification of Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002** | | |
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| | Exhibit | | Location |
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101 | | The following materials from the Company’s Annual Report on Form 10-K for the year ended October 2, 2021 formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Equity and (vi) related notes | | Filed herewith |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | Filed herewith |
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* | Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request. | |
** | A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request. | |
† | Management contract or compensatory plan or arrangement. | |
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ITEM 16. Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | | | | | | | | | | | | | | | | | |
| | | | | THE WALT DISNEY COMPANY |
| | | | | (Registrant) |
| Date: | NovemberJanuary 24, 20212024 | | By: | | /s/ ROBERT A. CHAPEKIGER |
| | | | | (Robert A. Chapek,Iger |
| | | | | Chief Executive Officer and Director) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
Signature | | Title | | Date |
| | |
Principal Executive Officer | | | | |
/s/ ROBERT A. CHAPEK | | Chief Executive Officer and Director | | November 24, 2021 |
(Robert A. Chapek) | | | |
| | |
Principal Financial and Accounting Officers | | | | |
/s/ CHRISTINE M. MCCARTHY | | Senior Executive Vice President
and Chief Financial Officer | | November 24, 2021 |
(Christine M. McCarthy) | | | |
| | |
/s/ BRENT A. WOODFORD | | Executive Vice President-Controllership, Financial Planning and Tax | | November 24, 2021 |
(Brent A. Woodford) | | | |
| | |
Directors | | | | |
/s/ SUSAN E. ARNOLD | | Director | | November 24, 2021 |
(Susan E. Arnold) | | | | |
| | |
/s/ MARY T. BARRA | | Director | | November 24, 2021 |
(Mary T. Barra) | | | | |
| | |
/s/ SAFRA A. CATZ | | Director | | November 24, 2021 |
(Safra A. Catz) | | | | |
| | |
/s/ AMY L. CHANG | | Director | | November 24, 2021 |
(Amy L. Chang) | | | | |
| | |
/s/ FRANCIS A. DESOUZA | | Director | | November 24, 2021 |
(Francis A. deSouza) | | | | |
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/s/ MICHAEL B.G. FROMAN | | Director | | November 24, 2021 |
(Michael B.G. Froman) | | | | |
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/s/ ROBERT A. IGER | | Executive Chairman, Chairman of the Board and Director | | November 24, 2021 |
(Robert A. Iger) | | | |
| | |
/s/ MARIA ELENA LAGOMASINO | | Director | | November 24, 2021 |
(Maria Elena Lagomasino) | | | | |
| | |
/s/ CALVIN R. MCDONALD | | Director | | November 24, 2021 |
(Calvin R. McDonald) | | | | |
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/s/ MARK G. PARKER | | Director | | November 24, 2021 |
(Mark G. Parker) | | | | |
| | |
/s/ DERICA W. RICE | | Director | | November 24, 2021 |
(Derica W. Rice) | | | | |
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| | | | |
THE WALT DISNEY COMPANY AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
| | | | | |
| Page |
Management’s Report on Internal Control Over Financial Reporting | |
Report of Independent Registered Public Accounting Firm | |
Consolidated Financial Statements of The Walt Disney Company and Subsidiaries | |
Consolidated Statements of Operations for the Years Ended October 2, 2021, October 3, 2020 and September 28, 2019 | |
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended October 2, 2021, October 3, 2020 and September 28, 2019 | |
Consolidated Balance Sheets as of October 2, 2021 and October 3, 2020 | |
Consolidated Statements of Cash Flows for the Years Ended October 2, 2021, October 3, 2020 and September 28, 2019 | |
Consolidated Statements of Shareholders’ Equity for the Years Ended October 2, 2021, October 3, 2020 and September 28, 2019 | |
Notes to Consolidated Financial Statements | |
All schedules are omitted for the reason that they are not applicable or the required information is included in the financial statements or notes.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements prepared for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on our evaluation under the framework in Internal Control - Integrated Framework, management concluded that our internal control over financial reporting was effective as of October 2, 2021.
The effectiveness of our internal control over financial reporting as of October 2, 2021 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of The Walt Disney Company
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of The Walt Disney Company and its subsidiaries (the “Company”) as of October 2, 2021 and October 3, 2020, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended October 2, 2021, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of October 2, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October 2, 2021 and October 3, 2020, and the results of its operations and its cash flows for each of the three years in the period ended October 2, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 2, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in fiscal year 2020.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Amortization of Production Costs
As described in Note 2 and 8 to the consolidated financial statements and disclosed by management, capitalized film and television production costs are amortized based on whether the content is predominantly monetized individually or as a group. Production costs for content that is predominantly monetized individually is amortized based upon the ratio of the current period’s revenues to the estimated remaining total revenues (Ultimate Revenues). For film productions, Ultimate Revenues include revenues from all sources, which may include imputed license fees for content that is used by the Company’s DTC streaming services, that will be earned within ten years from the date of the initial release for theatrical films. For episodic television series, Ultimate Revenues include revenues that will be earned within ten years, including imputed license fees for content that is used on the Company’s DTC streaming services, from delivery of the first episode, or if still in production, five years from delivery of the most recent episode, if later. Production costs that are predominantly monetized as a group are amortized based on projected usage (which may be, for example, derived from historical viewership patterns), typically resulting in an accelerated or straight-line amortization pattern. For the year ended October 2, 2021, the Company recognized $8,175 million of amortization of produced content costs, which is primarily included in “Cost of services” in the consolidated statements of operations.
The principal considerations for our determination that performing procedures relating to amortization of production costs is a critical audit matter are the significant auditor effort in performing procedures and evaluating audit evidence used in the amortization calculation for production costs monetized individually and as a group, and management’s estimates of Ultimate Revenues and projected usage.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to amortization of production costs, including controls over the estimation of Ultimate Revenues and projected usage. These procedures also included, among others, (i) testing management’s process for determining the amortization of production costs, (ii) evaluating whether ultimate revenues for certain content titles were reasonable considering information such as past performance of comparable titles, future firm commitments to license programs, and current market trends, (iii) evaluating the accelerated amortization pattern for content predominately monetized as a group, and (iv) testing the completeness and accuracy of the underlying data used in the amortization calculation for certain titles and for historical viewership data used to calculate the estimate of projected usage for certain groups.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
November 24, 2021
We have served as the Company’s auditor since 1938.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
| | | | | | | | | | | | | | | | | |
| 2021 | | 2020 | | 2019 |
| Revenues: | | | | | |
| Services | $ | 61,768 | | | $ | 59,265 | | | $ | 60,579 | |
| Products | 5,650 | | | 6,123 | | | 9,028 | |
| Total revenues | 67,418 | | | 65,388 | | | 69,607 | |
| Costs and expenses: | | | | | |
| Cost of services (exclusive of depreciation and amortization) | (41,129) | | | (39,406) | | | (36,493) | |
| Cost of products (exclusive of depreciation and amortization) | (4,002) | | | (4,474) | | | (5,568) | |
| Selling, general, administrative and other | (13,517) | | | (12,369) | | | (11,549) | |
| Depreciation and amortization | (5,111) | | | (5,345) | | | (4,167) | |
| Total costs and expenses | (63,759) | | | (61,594) | | | (57,777) | |
| Restructuring and impairment charges | (654) | | | (5,735) | | | (1,183) | |
| Other income, net | 201 | | | 1,038 | | | 4,357 | |
| Interest expense, net | (1,406) | | | (1,491) | | | (978) | |
| Equity in the income (loss) of investees | 761 | | | 651 | | | (103) | |
| Income (loss) from continuing operations before income taxes | 2,561 | | | (1,743) | | | 13,923 | |
| Income taxes on continuing operations | (25) | | | (699) | | | (3,026) | |
| Net income (loss) from continuing operations | 2,536 | | | (2,442) | | | 10,897 | |
| Income (loss) from discontinued operations, net of income tax benefit (expense) of $9, $10 and ($39), respectively | (29) | | | (32) | | | 687 | |
| Net income (loss) | 2,507 | | | (2,474) | | | 11,584 | |
| Net income from continuing operations attributable to noncontrolling and redeemable noncontrolling interests | (512) | | | (390) | | | (472) | |
| Net income from discontinued operations attributable to noncontrolling interests | — | | | — | | | (58) | |
| Net income (loss) attributable to The Walt Disney Company (Disney) | $ | 1,995 | | | $ | (2,864) | | | $ | 11,054 | |
| | | | | |
Earnings (loss) per share attributable to Disney(1): | | | | | |
| Diluted | | | | | |
| Continuing operations | $ | 1.11 | | | $ | (1.57) | | | $ | 6.26 | |
| Discontinued operations | (0.02) | | | (0.02) | | | 0.38 | |
| $ | 1.09 | | | $ | (1.58) | | | $ | 6.64 | |
| | | | | |
| Basic | | | | | |
| Continuing operations | $ | 1.11 | | | $ | (1.57) | | | $ | 6.30 | |
| Discontinued operations | (0.02) | | | (0.02) | | | 0.38 | |
| $ | 1.10 | | | $ | (1.58) | | | $ | 6.68 | |
| | | | | |
| Weighted average number of common and common equivalent shares outstanding: | | | | | |
| Diluted | 1,828 | | | 1,808 | | | 1,666 | |
| Basic | 1,816 | | | 1,808 | | | 1,656 | |
| | | | | |
(1)Total may not equal the sum of the column due to rounding.
See Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
| | | | | | | | | | | | | | | | | |
| 2021 | | 2020 | | 2019 |
| Net income (loss) | $ | 2,507 | | | $ | (2,474) | | | $ | 11,584 | |
| Other comprehensive income (loss), net of tax: | | | | | |
| | | | | |
| Market value adjustments, primarily for hedges | 41 | | | (251) | | | (37) | |
| Pension and postretirement medical plan adjustments | 1,850 | | | (1,476) | | | (2,446) | |
| Foreign currency translation and other | 77 | | | 115 | | | (396) | |
| Other comprehensive income (loss) | 1,968 | | | (1,612) | | | (2,879) | |
| Comprehensive income (loss) | 4,475 | | | (4,086) | | | 8,705 | |
| Net income from continuing operations attributable to noncontrolling interests | (512) | | | (390) | | | (530) | |
| Other comprehensive income (loss) attributable to noncontrolling interests | (86) | | | (93) | | | 65 | |
| Comprehensive income (loss) attributable to Disney | $ | 3,877 | | | $ | (4,569) | | | $ | 8,240 | |
See Notes to Consolidated Financial Statements
CONSOLIDATED BALANCE SHEETS
(in millions, except share data) | | | | | | | | | | | |
| October 2,
2021 | | October 3,
2020 |
| ASSETS | | | |
| Current assets | | | |
| Cash and cash equivalents | $ | 15,959 | | | $ | 17,914 | |
| Receivables, net | 13,367 | | | 12,708 | |
| Inventories | 1,331 | | | 1,583 | |
| Content advances | 2,183 | | | 2,171 | |
| | | |
| Other current assets | 817 | | | 875 | |
| | | |
| Total current assets | 33,657 | | | 35,251 | |
| Produced and licensed content costs | 29,549 | | | 25,022 | |
| Investments | 3,935 | | | 3,903 | |
| Parks, resorts and other property | | | |
| Attractions, buildings and equipment | 64,892 | | | 62,111 | |
| Accumulated depreciation | (37,920) | | | (35,517) | |
| 26,972 | | | 26,594 | |
| Projects in progress | 4,521 | | | 4,449 | |
| Land | 1,131 | | | 1,035 | |
| 32,624 | | | 32,078 | |
| Intangible assets, net | 17,115 | | | 19,173 | |
| Goodwill | 78,071 | | | 77,689 | |
| | | |
| Other assets | 8,658 | | | 8,433 | |
| Total assets | $ | 203,609 | | | $ | 201,549 | |
| | | |
| LIABILITIES AND EQUITY | | | |
| Current liabilities | | | |
| Accounts payable and other accrued liabilities | $ | 20,894 | | | $ | 16,801 | |
| Current portion of borrowings | 5,866 | | | 5,711 | |
| Deferred revenue and other | 4,317 | | | 4,116 | |
| | | |
| Total current liabilities | 31,077 | | | 26,628 | |
| Borrowings | 48,540 | | | 52,917 | |
| Deferred income taxes | 7,246 | | | 7,288 | |
| | | |
| Other long-term liabilities | 14,522 | | | 17,204 | |
| Commitments and contingencies (Note 15) | 0 | | 0 |
| Redeemable noncontrolling interests | 9,213 | | | 9,249 | |
| Equity | | | |
| Preferred stock | — | | | — | |
| Common stock, $0.01 par value, Authorized – 4.6 billion shares, Issued – 1.8 billion shares | 55,471 | | | 54,497 | |
| Retained earnings | 40,429 | | | 38,315 | |
| Accumulated other comprehensive loss | (6,440) | | | (8,322) | |
| Treasury stock, at cost, 19 million shares | (907) | | | (907) | |
| Total Disney Shareholders’ equity | 88,553 | | | 83,583 | |
| Noncontrolling interests | 4,458 | | | 4,680 | |
| Total equity | 93,011 | | | 88,263 | |
| Total liabilities and equity | $ | 203,609 | | | $ | 201,549 | |
See Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
| | | | | | | | | | | | | | | | | |
| 2021 | | 2020 | | 2019 |
| OPERATING ACTIVITIES | | | | | |
| Net income (loss) from continuing operations | $ | 2,536 | | | $ | (2,442) | | | $ | 10,897 | |
| Depreciation and amortization | 5,111 | | | 5,345 | | | 4,167 | |
| Goodwill and intangible asset impairments | — | | | 4,953 | | | — | |
| Net gain on investments, acquisitions and dispositions | (332) | | | (920) | | | (4,733) | |
| Deferred income taxes | (1,241) | | | (392) | | | 117 | |
| Equity in the (income) loss of investees | (761) | | | (651) | | | 103 | |
| Cash distributions received from equity investees | 754 | | | 774 | | | 754 | |
| Net change in produced and licensed content costs and advances | (4,301) | | | 397 | | | (542) | |
| Net change in operating lease right of use assets / liabilities | 46 | | | 31 | | | — | |
| Equity-based compensation | 600 | | | 525 | | | 711 | |
| Pension and postretirement medical amortization | 816 | | | 547 | | | 278 | |
| Other, net | 144 | | | 94 | | | (124) | |
| Changes in operating assets and liabilities, net of business acquisitions: | | | | | |
| Receivables | (357) | | | 1,943 | | | 55 | |
| Inventories | 252 | | | 14 | | | (223) | |
| Other assets | 171 | | | (157) | | | 932 | |
| Accounts payable and other liabilities | 2,410 | | | (2,293) | | | 191 | |
| Income taxes | (282) | | | (152) | | | (6,599) | |
| Cash provided by operations - continuing operations | 5,566 | | | 7,616 | | | 5,984 | |
| | | | | |
| INVESTING ACTIVITIES | | | | | |
| Investments in parks, resorts and other property | (3,578) | | | (4,022) | | | (4,876) | |
| | | | | |
| Acquisitions | — | | | — | | | (9,901) | |
| Other | 407 | | | 172 | | | (319) | |
| Cash used in investing activities - continuing operations | (3,171) | | | (3,850) | | | (15,096) | |
| | | | | |
| FINANCING ACTIVITIES | | | | | |
| Commercial paper borrowings (payments), net | (26) | | | (3,354) | | | 4,318 | |
| Borrowings | 64 | | | 18,120 | | | 38,240 | |
| Reduction of borrowings | (3,737) | | | (3,533) | | | (38,881) | |
| Dividends | — | | | (1,587) | | | (2,895) | |
| | | | | |
| Proceeds from exercise of stock options | 435 | | | 305 | | | 318 | |
| Contributions from / sales of noncontrolling interests | 91 | | | 94 | | | 737 | |
| Acquisition of noncontrolling and redeemable noncontrolling interests | (350) | | | — | | | (1,430) | |
| Other | (862) | | | (1,565) | | | (871) | |
| Cash provided by (used in) financing activities - continuing operations | (4,385) | | | 8,480 | | | (464) | |
| | | | | |
| CASH FLOWS FROM DISCONTINUED OPERATIONS | | | | | |
| Cash provided by operations - discontinued operations | 1 | | | 2 | | | 622 | |
| Cash provided by investing activities - discontinued operations | 8 | | | 213 | | | 10,978 | |
| Cash used in financing activities - discontinued operations | — | | | — | | | (626) | |
| Cash provided by discontinued operations | 9 | | | 215 | | | 10,974 | |
| | | | | |
| Impact of exchange rates on cash, cash equivalents and restricted cash | 30 | | | 38 | | | (98) | |
| | | | | |
| Change in cash, cash equivalents and restricted cash | (1,951) | | | 12,499 | | | 1,300 | |
| Cash, cash equivalents and restricted cash, beginning of year | 17,954 | | | 5,455 | | | 4,155 | |
| Cash, cash equivalents and restricted cash, end of year | $ | 16,003 | | | $ | 17,954 | | | $ | 5,455 | |
| | | | | |
| Supplemental disclosure of cash flow information: | | | | | |
| Interest paid | $ | 1,892 | | | $ | 1,559 | | | $ | 1,142 | |
| Income taxes paid | $ | 1,638 | | | $ | 738 | | | $ | 9,259 | |
See Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Equity Attributable to Disney | | | | |
| | Shares | | Common
Stock | | Retained
Earnings | Accumulated
Other
Comprehensive
Income
(Loss) | Treasury
Stock | | Total
Disney
Equity | | Non-controlling Interests(1) | | Total Equity |
| Balance at September 29, 2018 | | 1,488 | | | $ | 36,779 | | | $ | 82,679 | | | $ | (3,097) | | | $ | (67,588) | | | $ | 48,773 | | | $ | 4,059 | | | $ | 52,832 | |
| Comprehensive income | | — | | | — | | | 11,054 | | | (2,814) | | | — | | | 8,240 | | | 371 | | | 8,611 | |
| Equity compensation activity | | 7 | | | 912 | | | — | | | — | | | — | | | 912 | | | — | | | 912 | |
| | | | | | | | | | | | | | | | |
| Dividends | | — | | | 18 | | | (2,913) | | | — | | | — | | | (2,895) | | | — | | | (2,895) | |
| Contributions | | — | | | — | | | — | | | — | | | — | | | — | | | 737 | | | 737 | |
| Acquisition of TFCF | | 307 | | | 33,774 | | | — | | | — | | | — | | | 33,774 | | | 10,408 | | | 44,182 | |
| Adoption of new accounting guidance: | | | | | | | | | | | | | | | | |
| Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income | | — | | | — | | | 691 | | | (691) | | | — | | | — | | | — | | | — | |
| Intra-Entity Transfers of Assets Other Than Inventory | | — | | | — | | | 192 | | | — | | | — | | | 192 | | | — | | | 192 | |
| Revenues from Contracts with Customers | | — | | | — | | | (116) | | | — | | | — | | | (116) | | | — | | | (116) | |
| Other | | — | | | — | | | 22 | | | (15) | | | — | | | 7 | | | — | | | 7 | |
| Retirement of treasury stock | | — | | | (17,563) | | | (49,118) | | | — | | | 66,681 | | | — | | | — | | | — | |
| Reclassification to redeemable noncontrolling interest | | — | | | — | | | — | | | — | | | — | | | — | | | (7,770) | | | (7,770) | |
| Redemption of noncontrolling interest | | — | | | — | | | — | | | — | | | — | | | — | | | (1,430) | | | (1,430) | |
| Sales of the RSNs | | — | | | — | | | — | | | — | | | — | | | — | | | (744) | | | (744) | |
| Distributions and other | | — | | | (13) | | | 3 | | | — | | | — | | | (10) | | | (619) | | | (629) | |
| Balance at September 28, 2019 | | 1,802 | | | $ | 53,907 | | | $ | 42,494 | | | $ | (6,617) | | | $ | (907) | | | $ | 88,877 | | | $ | 5,012 | | | $ | 93,889 | |
| Comprehensive income | | — | | | — | | | (2,864) | | | (1,705) | | | — | | | (4,569) | | | 198 | | | (4,371) | |
| Equity compensation activity | | 8 | | | 590 | | | — | | | — | | | — | | | 590 | | | — | | | 590 | |
| Dividends | | — | | | 9 | | | (1,596) | | | — | | | — | | | (1,587) | | | — | | | (1,587) | |
| Contributions | | — | | | — | | | — | | | — | | | — | | | — | | | 94 | | | 94 | |
| Adoption of new lease accounting guidance | | — | | | — | | | 197 | | | — | | | — | | | 197 | | | — | | | 197 | |
| Distributions and other | | — | | | (9) | | | 84 | | | — | | | — | | | 75 | | | (624) | | | (549) | |
| Balance at October 3, 2020 | | 1,810 | | | $ | 54,497 | | | $ | 38,315 | | | $ | (8,322) | | | $ | (907) | | | $ | 83,583 | | | $ | 4,680 | | | $ | 88,263 | |
| Comprehensive income (loss) | | — | | | — | | | 1,995 | | | 1,882 | | | — | | | 3,877 | | | 284 | | | 4,161 | |
| Equity compensation activity | | 8 | | | 904 | | | — | | | — | | | — | | | 904 | | | — | | | 904 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Contributions | | — | | | — | | | — | | | — | | | — | | | — | | | 89 | | | 89 | |
| Cumulative effect of accounting change | | — | | | — | | | 109 | | | — | | | — | | | 109 | | | — | | | 109 | |
| Distributions and other | | — | | | 70 | | | 10 | | | — | | | — | | | 80 | | | (595) | | | (515) | |
| Balance at October 2, 2021 | | 1,818 | | | $ | 55,471 | | | $ | 40,429 | | | $ | (6,440) | | | $ | (907) | | | $ | 88,553 | | | $ | 4,458 | | | $ | 93,011 | |
(1)Excludes redeemable noncontrolling interest.
See Notes to Consolidated Financial Statements
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in millions, except where noted and per share amounts)
1Description of the Business and Segment Information
The Walt Disney Company, together with the subsidiaries through which businesses are conducted (the Company), is a diversified worldwide entertainment company with operations in the Disney Media and Entertainment Distribution (DMED) and Disney Parks, Experiences and Products (DPEP) segments (see additional information below on the recast of fiscal 2020 and 2019 segment information as a result of the media and entertainment reorganization). On March 20, 2019, the Company acquired Twenty-First Century Fox, Inc., a diversified global media and entertainment company, which was subsequently renamed TFCF Corporation (TFCF). As a result of the acquisition, the Company’s ownership in Hulu LLC (Hulu) increased from 30% to 60% (currently 67%). The acquired TFCF operations and Hulu have been consolidated since the acquisition (See Note 4).
The terms “Company”, “we”, “our” and “us” are used in this report to refer collectively to the parent company and the subsidiaries through which various businesses are conducted. The term “TWDC” is used to refer to the parent company.
Impact of COVID-19
Since early 2020, the world has been, and continues to be, impacted by the novel coronavirus (COVID-19) and its variants. COVID-19 and measures to prevent its spread has impacted our segments in a number of ways, most significantly at the DPEP segment where our theme parks were closed and cruise ship sailings and guided tours were suspended. These operations resumed, generally at reduced capacity, at various points since May 2020. We have delayed, or in some cases, shortened or cancelled theatrical releases, and stage play performances were suspended as of March 2020. Stage play operations resumed, generally at reduced capacity, in the first quarter of fiscal 2021. Theaters have been subject to capacity limitations and shifting government mandates or guidance regarding COVID-19. We experienced significant disruptions in the production and availability of content, including the delay of key live sports programming during fiscal 2020 and fiscal 2021, as well as the suspension of most film and television production in March 2020. Although film and television production generally resumed beginning in the fourth quarter of 2020, we continue to see disruption of production activities depending on local circumstances. Fewer theatrical releases and production delays have limited the availability of film content to be sold in distribution windows subsequent to the theatrical release.
The impact of these disruptions and the extent of their adverse impact on our financial and operating results will be dictated by the length of time that such disruptions continue, which will, in turn, depend on the currently unknowable duration and severity of the impacts of COVID-19 and its variants, and among other things, the impact of governmental actions imposed in response to COVID-19 and individuals’ and companies’ risk tolerance regarding health matters going forward. We have incurred and will continue to incur additional costs to address government regulations and the safety of our employees, guests and talent.
In fiscal 2020, the Company recorded goodwill and intangible asset impairments totaling $5.0 billion, in part due to the negative impact COVID-19 has had on the International Channels business (see Note 19).
DESCRIPTION OF THE BUSINESS
Disney Media and Entertainment Distribution
The DMED segment encompasses the Company’s global film and episodic television content production and distribution
activities. Content is distributed by a single organization across three significant lines of business: Linear Networks, Direct-to-Consumer and Content Sales/Licensing and is generally created by three production/content licensing groups: Studios, General Entertainment and Sports. The distribution organization has full accountability for the financial results of the entire media and entertainment business.
The operations of DMED’s significant lines of business are as follows:
•Linear Networks
◦Domestic Channels: ABC Television Network and eight owned ABC television stations (Broadcasting), and Disney, ESPN (80% interest), Freeform, FX and National Geographic (73% interest) branded domestic television networks (Cable)
◦International Channels: Disney, ESPN, Fox, National Geographic and Star branded television networks outside the U.S.
◦A 50% equity investment in A+E Television Networks (A+E), which operates a variety of cable channels including A&E, HISTORY and Lifetime
•Direct-to-Consumer
◦Disney+, Disney+ Hotstar, ESPN+ (68% effective interest), Hulu and Star+ direct-to-consumer (DTC) streaming services
•Content Sales/Licensing
◦Sale of film and television content to third-party television and subscription video-on-demand (TV/SVOD) services
◦Theatrical distribution
◦Home entertainment distribution (DVD, Blu-ray discs and electronic home video licenses)
◦Music distribution
◦Staging and licensing of live entertainment events on Broadway and around the world (Stage Plays)
DMED also includes the following activities that are reported with Content Sales/Licensing:
•Post-production services by Industrial Light & Magic and Skywalker Sound
•A 30% ownership interest in Tata Sky Limited, which operates a direct-to-home satellite distribution platform in India
The significant revenues of DMED are as follows:
•Affiliate fees - Fees charged by our Linear Networks to multi-channel video programming distributors (i.e. cable, satellite, telecommunications and digital over-the-top (e.g. YouTube TV) service providers) (MVPDs) and television stations affiliated with the ABC Network for the right to deliver our programming to their customers
•Advertising - Sales of advertising time/space on our Linear Networks and Direct-to-Consumer
•Subscription fees - Fees charged to customers/subscribers for our DTC streaming services
•TV/SVOD distribution - Licensing fees and other revenue for the right to use our film and television productions and revenue from fees charged to customers to view our sports programming (“pay-per-view”) and streaming access to films that are also playing in theaters (“Premier Access”). TV/SVOD distribution revenue is primarily reported in Content Sales/Licensing, except for pay-per-view and Premier Access revenue, which is reported in Direct-to-Consumer
•Theatrical distribution - Rentals from licensing our film productions to theaters
•Home entertainment - Sale of our film and television content to retailers and distributors in home video formats
•Other content sales/licensing revenue - Revenues from licensing our music, ticket sales from stage play performances and fees from licensing our intellectual properties (“IP”) for use in stage plays
•Other revenue - Fees from sub-licensing of sports programming rights (reported in Linear Networks) and post-production services (reported with Content Sales/Licensing)
The significant expenses of DMED are as follows:
•Operating expenses consist primarily of programming and production costs, technical support costs, operating labor, distribution costs and costs of sales. Programming and production costs include amortization of acquired licensed programming rights (including sports rights), amortization of capitalized production costs (including participations and residuals) and production costs related to live programming such as news and sports. Programming and production costs are generally allocated across the DMED businesses based on the estimated relative value of the distribution windows. These costs are largely incurred across three content creation groups, as follows:
◦Studios - Primarily capitalized production costs related to feature films produced under the Walt Disney Pictures, Twentieth Century Studios, Marvel, Lucasfilm, Pixar and Searchlight Pictures banners
◦General Entertainment - Primarily acquisition of rights to and internal production of episodic television programs and news content. Internal content is generally produced by the following television studios: ABC Signature; 20th Television; Disney Television Animation, FX Productions and various studios for which we commission productions for our branded channels and DTC streaming services
◦Sports - Primarily acquisition of professional and college sports programming rights and related production costs
•Selling, general and administrative costs
•Depreciation and amortization
Disney Parks, Experiences and Products
The operations of DPEP’s significant lines of business are as follows:
•Parks & Experiences:
◦Theme parks and resorts, which include: Walt Disney World Resort in Florida; Disneyland Resort in California; Disneyland Paris; Hong Kong Disneyland Resort (48% ownership interest); Shanghai Disney Resort (43% ownership interest), all of which are consolidated in our results. Additionally, the Company licenses our IP to a third party to operate Tokyo Disney Resort
◦Disney Cruise Line, Disney Vacation Club, National Geographic Expeditions (73% ownership interest), Adventures by Disney and Aulani, a Disney Resort & Spa in Hawaii
•Consumer Products:
◦Licensing of our trade names, characters, visual, literary and other IP to various manufacturers, game developers, publishers and retailers throughout the world, for use on merchandise, published materials and games
◦Sale of branded merchandise through retail, online and wholesale businesses, and development and publishing of books, comic books and magazines (except National Geographic, which is reported in DMED)
The significant revenues of DPEP are as follows:
•Theme park admissions - Sales of tickets for admission to our theme parks
•Parks & Experiences merchandise, food and beverage - Sales of merchandise, food and beverages at our theme parks and resorts and cruise ships
•Resorts and vacations - Sales of room nights at hotels, sales of cruise and other vacations and sales and rentals of vacation club properties
•Merchandise licensing and retail:
◦Merchandise licensing - Royalties from licensing our IP for use on consumer goods
◦Retail - Sales of merchandise at The Disney Store and through internet shopping sites generally branded shopDisney, as well as to wholesalers (including books, comic books and magazines)
•Parks licensing and other - Revenues from sponsorships and co-branding opportunities and real estate rent and sales. In addition, we earn royalties on Tokyo Disney Resort revenues
The significant expenses of DPEP are as follows:
•Operating expenses consist primarily of operating labor, costs of goods sold, infrastructure costs, supplies, commissions and entertainment offerings. Infrastructure costs include information systems expense, repairs and maintenance, property taxes, utilities and fuel, retail occupancy costs, insurance and transportation
•Selling, general and administrative costs
•Depreciation and amortization
SEGMENT INFORMATION
Our operating segments report separate financial information, which is evaluated regularly by the Chief Executive Officer in order to decide how to allocate resources and to assess performance.
Segment operating results reflect earnings before corporate and unallocated shared expenses, restructuring and impairment charges, net other income, net interest expense, income taxes and noncontrolling interests. Segment operating income includes equity in the income of investees and excludes impairments of certain equity investments and acquisition accounting amortization of TFCF Corporation (TFCF) and Hulu assets (i.e. intangible assets and the fair value step-up for film and television costs) recognized in connection with the TFCF acquisition in fiscal 2019 (TFCF and Hulu acquisition amortization). Corporate and unallocated shared expenses principally consist of corporate functions, executive management and certain unallocated administrative support functions.
Segment operating results include allocations of certain costs, including information technology, pension, legal and other shared services costs, which are allocated based on metrics designed to correlate with consumption.
In fiscal 2021, we changed the presentation of segment operating results as discussed below and have recast our fiscal 2020 and fiscal 2019 segment operating results to align with the fiscal 2021 presentation.
Media and Entertainment Reorganization
In October 2020, the Company reorganized its media and entertainment operations, which had been previously reported in three segments: Media Networks, Studio Entertainment and Direct-to-Consumer & International. As a result of the reorganization, the operations of the media and entertainment businesses are reported as one segment, DMED.
Intersegment Transfer Pricing
Under our previous segment structure, in certain instances production and distribution activities were in different segments. In these situations, for segment financial accounting purposes, the producer segment would recognize revenue based on an intersegment transfer price that included a “mark-up”. These transactions were reported “gross” (i.e. the segment producing the content reported revenue and the mark-up from intersegment transactions, and the required eliminations were reported on a separate “Eliminations” line when presenting a summary of our segment results). Under our new segment structure, the operating results of the production and distribution activities are reported in the same segment, and the fully loaded production cost is allocated across the distribution platforms which are utilizing the content.
Elimination of Consumer Products Revenue Share
Under our legacy segment financial reporting, the Studio Entertainment segment received a revenue share related to the consumer products business, which is included in the DPEP segment. Under the new reporting structure, DMED does not receive a revenue share from DPEP related to the consumer products business.
Segment revenues and segment operating income are as follows:
| | | | | | | | | | | | | | | | | |
| 2021 | | 2020 | | 2019 |
| Revenues | | | | | |
| Disney Media and Entertainment Distribution | $ | 50,866 | | | $ | 48,350 | | | $ | 42,821 | |
| Disney Parks, Experiences and Products | 16,552 | | | 17,038 | | | 26,786 | |
| Total consolidated revenues | $ | 67,418 | | | $ | 65,388 | | | $ | 69,607 | |
| Segment operating income | | | | | |
| Disney Media and Entertainment Distribution | $ | 7,295 | | | $ | 7,653 | | | $ | 7,528 | |
| Disney Parks, Experiences and Products | 471 | | | 455 | | | 7,319 | |
Total segment operating income(1) | $ | 7,766 | | | $ | 8,108 | | | $ | 14,847 | |
(1)Equity in the income (loss) of investees is included in segment operating income as follows:
| | | | | | | | | | | | | | | | | |
| 2021 | | 2020 | | 2019 |
| Disney Media and Entertainment Distribution | $ | 795 | | | $ | 696 | | | $ | 463 | |
| Disney Parks, Experiences and Products | (19) | | | (19) | | | (13) | |
| Equity in the income of investees included in segment operating income | 776 | | | 677 | | | 450 | |
| Impairment of equity investments | — | | | — | | | (538) | |
| Amortization of TFCF intangible assets related to equity investees | (15) | | | (26) | | | (15) | |
| Equity in the income (loss) of investees | $ | 761 | | | $ | 651 | | | $ | (103) | |
A reconciliation of segment operating income to income from continuing operations before income taxes is as follows:
| | | | | | | | | | | | | | | | | |
| 2021 | | 2020 | | 2019 |
| Segment operating income | $ | 7,766 | | | $ | 8,108 | | | $ | 14,847 | |
| Corporate and unallocated shared expenses | (928) | | | (817) | | | (987) | |
| Restructuring and impairment charges | (654) | | | (5,735) | | | (1,183) | |
| Other income, net | 201 | | | 1,038 | | | 4,357 | |
| Interest expense, net | (1,406) | | | (1,491) | | | (978) | |
TFCF and Hulu acquisition amortization(1) | (2,418) | | | (2,846) | | | (1,595) | |
Impairment of equity investments(2) | — | | | — | | | (538) | |
| Income (loss) from continuing operations before income taxes | $ | 2,561 | | | $ | (1,743) | | | $ | 13,923 | |
(1)For fiscal 2021, amortization of intangible assets, fair value step-up on film and television costs and intangibles related to TFCF equity investees were $1,757 million, $646 million and $15 million, respectively. For fiscal 2020, amortization of intangible assets, fair value step-up on film and television costs and intangibles related to TFCF equity investees were $1,921 million, $899 million and $26 million, respectively. For fiscal 2019, amortization of intangible assets, fair value step-up on film and television costs and intangibles related to TFCF equity investees were $1,043 million, $537 million and $15 million, respectively.
(2)Impairment of equity investments for fiscal 2019 primarily reflects the impairments of Vice Group Holding Inc. and of an investment in a cable channel at A+E Television Networks ($353 million and $170 million, respectively).
Capital expenditures, depreciation expense and amortization expense are as follows:
| | | | | | | | | | | | | | | | | |
| Capital expenditures | 2021 | | 2020 | | 2019 |
| Disney Media and Entertainment Distribution | $ | 862 | | | $ | 783 | | | $ | 520 | |
| Disney Parks, Experiences and Products | | | | | |
| Domestic | 1,597 | | | 2,145 | | | 3,294 | |
| International | 675 | | | 759 | | | 852 | |
| Corporate | 444 | | | 335 | | | 210 | |
| Total capital expenditures | $ | 3,578 | | | $ | 4,022 | | | $ | 4,876 | |
| Depreciation expense | | | | | |
| Disney Media and Entertainment Distribution | $ | 613 | | | $ | 638 | | | $ | 479 | |
| Disney Parks, Experiences and Products | | | | | |
| Domestic | 1,551 | | | 1,634 | | | 1,474 | |
| International | 718 | | | 694 | | | 724 | |
| Amounts included in segment operating income | 2,269 | | | 2,328 | | | 2,198 | |
| Corporate | 186 | | | 174 | | | 167 | |
| Total depreciation expense | $ | 3,068 | | | $ | 3,140 | | | $ | 2,844 | |
| Amortization of intangible assets | | | | | |
| Disney Media and Entertainment Distribution | $ | 178 | | | $ | 175 | | | $ | 172 | |
| Disney Parks, Experiences and Products | 108 | | | 109 | | | 108 | |
| Amounts included in segment operating income | 286 | | | 284 | | | 280 | |
| TFCF and Hulu | 1,757 | | | 1,921 | | | 1,043 | |
| Total amortization of intangible assets | $ | 2,043 | | | $ | 2,205 | | | $ | 1,323 | |
Identifiable assets(1) are as follows:
| | | | | | | | | | | | | | | | | |
| October 2, 2021 | | October 3, 2020 | | |
| Disney Media and Entertainment Distribution | $ | 144,675 | | | $ | 139,538 | | | |
| Disney Parks, Experiences and Products | 41,763 | | | 42,320 | | | |
Corporate(2) | 17,171 | | | 19,691 | | | |
| Total consolidated assets | $ | 203,609 | | | 201,549 | | | |
(1)Equity method investments included in identifiable assets by segment are as follows:
| | | | | | | | | | | |
| October 2, 2021 | | October 3, 2020 |
| Disney Media and Entertainment Distribution | $ | 2,578 | | | $ | 2,574 | |
| Disney Parks, Experiences and Products | 2 | | | 3 | |
| Corporate | 58 | | | 55 | |
| $ | 2,638 | | | $ | 2,632 | |
Intangible assets, which include character/franchise intangibles, copyrights, trademarks, MVPD agreements and FCC licenses (see Note 14), included in identifiable assets by segment are as follows:
| | | | | | | | | | | |
| October 2, 2021 | | October 3, 2020 |
| Disney Media and Entertainment Distribution | $ | 14,143 | | | $ | 16,087 | |
| Disney Parks, Experiences and Products | 2,952 | | | 3,066 | |
| Corporate | 20 | | | 20 | |
| $ | 17,115 | | | $ | 19,173 | |
(2)Primarily fixed assets and cash and cash equivalents.
The following table presents our revenues and segment operating income by geographical markets:
| | | | | | | | | | | | | | | | | |
| 2021 | | 2020 | | 2019 |
| Revenues | | | | | |
| Americas | $ | 54,157 | | | $ | 51,992 | | | $ | 53,805 | |
| Europe | 6,690 | | | 7,333 | | | 8,006 | |
| Asia Pacific | 6,571 | | | 6,063 | | | 7,796 | |
| $ | 67,418 | | | $ | 65,388 | | | $ | 69,607 | |
| Segment operating income | | | | | |
| Americas | $ | 6,314 | | | $ | 5,819 | | | $ | 10,247 | |
| Europe | 800 | | | 1,273 | | | 2,433 | |
| Asia Pacific | 652 | | | 1,016 | | | 2,167 | |
| $ | 7,766 | | | $ | 8,108 | | | $ | 14,847 | |
Long-lived assets(1) by geographical markets are as follows:
| | | | | | | | | | | |
| October 2, 2021 | | October 3, 2020 |
| Americas | $ | 144,788 | | | $ | 141,674 | |
| Europe | 8,215 | | | 7,672 | |
| Asia Pacific | 12,012 | | | 12,235 | |
| $ | 165,015 | | | $ | 161,581 | |
(1)Long-lived assets are total assets less: current assets, long-term receivables, deferred taxes, financial investments and the fair value of derivative instruments.
2Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements of the Company include the accounts of The Walt Disney Company and its majority-owned or controlled subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.
The Company enters into relationships with or makes investments in other entities that may be variable interest entities (VIE). A VIE is consolidated in the financial statements if the Company has the power to direct activities that most significantly impact the economic performance of the VIE and has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant (as defined by ASC 810-10-25-38) to the VIE. Hong Kong Disneyland Resort and Shanghai Disney Resort (together the Asia Theme Parks) are VIEs in which the Company has less than 50% equity ownership. Company subsidiaries (the Management Companies) have management agreements with the Asia Theme Parks, which provide the Management Companies, subject to certain protective rights of joint venture partners, with the ability to direct the day-to-day operating activities and the development of business strategies that we believe most significantly impact the economic performance of the Asia Theme Parks. In addition, the Management Companies receive management fees under these arrangements that we believe could be significant to the Asia Theme Parks. Therefore, the Company has consolidated the Asia Theme Parks in its financial statements.
Reporting Period
The Company’s fiscal year ends on the Saturday closest to September 30 and consists of fifty-two weeks with the exception that approximately every six years, we have a fifty-three week year. When a fifty-three week year occurs, the Company reports the additional week in the fourth quarter. Fiscal 2021 and 2019 were fifty-two week years. Fiscal 2020 was a fifty-three week year, which began on September 29, 2019 and ended on October 3, 2020.
Reclassifications
Certain reclassifications have been made in the fiscal 2020 and fiscal 2019 financial statements and notes to conform to the fiscal 2021 presentation.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results may differ from those estimates.
Revenues and Costs from Services and Products
The Company generates revenue from the sale of both services and tangible products and revenues and operating costs are classified under these two categories in the Consolidated Statements of Operations. Certain costs related to both the sale of services and tangible products are not specifically allocated between the service or tangible product revenue streams but are instead attributed to the principal revenue stream. The cost of services and tangible products exclude depreciation and amortization.
Significant service revenues include:
•Affiliate fees
•Advertising revenues
•Subscription fees to our DTC streaming services
•Revenue from the licensing and distribution of film and television properties
•Admissions to our theme parks, charges for room nights at hotels and sales of cruise vacation packages
•Royalties from licensing our IP for use on consumer goods, published materials and in multi-platform games
Significant operating costs related to the sale of services include:
•Programming and production costs
•Distribution costs
•Operating labor
•Facilities and infrastructure costs
Significant tangible product revenues include:
•The sale of food, beverage and merchandise at our retail locations
•The sale of DVDs and Blu-ray discs
•The sale of books, comic books and magazines
Significant operating costs related to the sale of tangible products include:
•Costs of goods sold
•Programming and production costs
•Distribution costs
•Operating labor
•Retail occupancy costs
Revenue Recognition
At the beginning of fiscal 2019, the Company adopted Financial Accounting Standards Board (FASB) guidance that replaced the existing accounting guidance for revenue recognition and recorded a net reduction of $116 million to opening fiscal 2019 retained earnings.
The Company’s revenue recognition policies are as follows:
•Affiliate fees are recognized as the programming is provided based on contractually specified per subscriber rates and the actual number of the affiliate’s customers receiving the programming.
For affiliate contracts with fixed license fees, the fees are recognized ratably over the contract term.
If an affiliate contract includes a minimum guaranteed license fee, the guaranteed license fee is recognized ratably over the guaranteed period and any fees earned in excess of the guarantee are recognized as earned once the minimum guarantee has been exceeded.
Affiliate agreements may also include a license to use the network programming for on demand viewing. As the fees charged under these contracts are generally based on a contractually specified per subscriber rate for the number of underlying subscribers of the affiliate, revenues are recognized as earned.
•Subscription fees are recognized ratably over the term of the subscription.
•Advertising sales are recognized as revenue, net of agency commissions, when commercials are aired. For contracts that contain a guaranteed number of impressions, revenues are recognized based on impressions delivered. When the
guaranteed number of impressions is not met (“ratings shortfall”), revenues are not recognized for the ratings shortfall until the additional impressions are delivered.
•Theme park admissions are recognized when the tickets are used. Sales of annual passes are recognized ratably over the period for which the pass is available for use.
•Resorts and vacations sales are recognized as revenue as the services are provided to the guest. Sales of vacation club properties are recognized as revenue upon the later of when title transfers to the customer or when construction activity is deemed complete.
•Merchandise, food and beverage sales are recognized at the time of sale. Sales from our branded internet shopping sites and to wholesalers are recognized upon delivery. We estimate returns and customer incentives based upon historical return experience, current economic trends and projections of consumer demand for our products.
•TV/SVOD distribution fixed license fees are recognized as revenue when the content is available for use by the licensee. License fees based on the underlying sales of the licensee are recognized as revenue as earned based on the contractual royalty rate applied to the licensee sales.
For TV/SVOD licenses that include multiple titles with a fixed license fee across all titles, each title is considered a separate performance obligation. The fixed license fee is allocated to each title at contract inception and the allocated license fee is recognized as revenue when the title is available for use by the licensee.
When the license contains a minimum guaranteed license fee across all titles, the license fees earned by titles in excess of their allocated amount are deferred until the minimum guaranteed license fee across all titles is exceeded. Once the minimum guaranteed license fee is exceeded, revenue is recognized as earned based on the licensee’s underlying sales.
TV/SVOD distribution contracts may limit the licensee’s use of a title to certain defined periods of time during the contract term. In these instances, each period of availability is generally considered a separate performance obligation. For these contracts, the fixed license fee is allocated to each period of availability at contract inception based on relative standalone selling price using management’s best estimate. Revenue is recognized at the start of each availability period when the content is made available for use by the licensee.
When the term of an existing agreement is renewed or extended, revenues are recognized when the licensed content becomes available under the renewal or extension.
•Theatrical distribution licensing fees are recognized as revenue based on the contractual royalty rate applied to the distributor’s underlying sales from exhibition of the film.
•Merchandise licensing fees are recognized as revenue as earned based on the contractual royalty rate applied to the licensee’s underlying product sales. For licenses with minimum guaranteed license fees, the excess of the minimum guaranteed amount over actual royalties earned (“shortfall”) is recognized straight-line over the remaining license period once an expected shortfall is probable.
•Home entertainment sales in physical formats are recognized as revenue on the later of the delivery date or the date that the product can be sold by retailers. We reduce home entertainment revenues for estimated future returns of merchandise and sales incentives based upon historical return experience, current economic trends and projections of consumer demand for our products. Sales of our films in electronic formats are recognized as revenue when the product is available for use by the consumer.
•Taxes collected from customers and remitted to governmental authorities are excluded from revenue.
•Shipping and handling fees collected from customers are recorded as revenue and the related shipping expenses are recorded in cost of products upon delivery of the product to the consumer.
Allowance for Credit Losses
We evaluate our allowance for credit losses and estimate collectability of current and non-current accounts receivable based on historical bad debt experience, our assessment of the financial condition of individual companies with which we do business, current market conditions and reasonable supportable forecasts of future economic conditions.
Advertising Expense
Advertising costs are expensed as incurred. Advertising expense for fiscal 2021, 2020 and 2019 was $5.5 billion, $4.7 billion and $4.3 billion, respectively. The increase in advertising expense for fiscal 2021 compared to fiscal 2020 was due to higher spend for our DTC streaming services. The increase in advertising expense for fiscal 2020 compared to fiscal 2019 was primarily due to the consolidation of TFCF and Hulu, partially offset by lower advertising for our theatrical, home entertainment and parks and experiences businesses.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand and marketable securities with original maturities of three months or less.
Cash and cash equivalents subject to contractual restrictions and not readily available are classified as restricted cash. The Company’s restricted cash balances are primarily made up of cash posted as collateral for certain derivative instruments.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Consolidated Balance Sheet to the total of the amounts in the Consolidated Statements of Cash Flows.
| | | | | | | | | | | | | | | | | | | | |
| | October 2, 2021 | | October 3, 2020 | | September 28, 2019 |
| Cash and cash equivalents | | $ | 15,959 | | $ | 17,914 | | 5,418 | |
| Restricted cash included in: | | | | | | |
| Other current assets | | 3 | | 3 | | 26 |
| Other assets | | 41 | | 37 | | 11 |
| | | | | | |
| Total cash, cash equivalents and restricted cash in the statement of cash flows | | $ | 16,003 | | $ | 17,954 | | $ | 5,455 |
Investments
Investments in equity securities with a readily determinable fair value, not accounted for under the equity method, are recorded at that value with unrealized gains and losses included in earnings. For equity securities without a readily determinable fair value, the investment is recorded at cost, less any impairment, plus or minus adjustments related to observable transactions for the same or similar securities, with unrealized gains and losses included in earnings.
For equity method investments, the Company regularly reviews its investments to determine whether there is a decline in fair value below book value. If there is a decline that is other-than-temporary, the investment is written down to fair value.
Translation Policy
Generally, the U.S. dollar is the functional currency for our international film and television distribution and licensing businesses and the branded International Channels and DTC streaming services. Generally, the local currency is the functional currency for the Asia Theme Parks, Disneyland Paris, the Star branded channels in India, international sports channels and international locations of The Disney Store.
For U.S. dollar functional currency locations, foreign currency assets and liabilities are remeasured into U.S. dollars at end-of-period exchange rates, except for non-monetary balance sheet accounts, which are remeasured at historical exchange rates. Revenue and expenses are remeasured at average exchange rates in effect during each period, except for those expenses related to the non-monetary balance sheet amounts, which are remeasured at historical exchange rates. Gains or losses from foreign currency remeasurement are included in income.
For local currency functional locations, assets and liabilities are translated at end-of-period rates while revenues and expenses are translated at average rates in effect during the period. Equity is translated at historical rates and the resulting cumulative translation adjustments are included as a component of accumulated other comprehensive income (loss) (AOCI).
Inventories
Inventory primarily includes vacation timeshare units, merchandise, food, materials and supplies. Carrying amounts of vacation ownership units are recorded at the lower of cost or net realizable value. Carrying amounts of merchandise, food, materials and supplies inventories are generally determined on a moving average cost basis and are recorded at the lower of cost or net realizable value.
Film and Television Content Costs
At the beginning of fiscal 2020, the Company adopted, on a prospective basis, new FASB guidance that updates the accounting for film and television content costs. Therefore, reporting periods beginning after September 29, 2019 are presented under the new guidance, while prior periods continue to be reported in accordance with our historical accounting. The new guidance aligns the capitalization of production costs for episodic television content with the capitalization of production costs for theatrical content. Previously, theatrical content production costs could be fully capitalized while episodic television production costs were generally limited to the amount of contracted revenues. This change did not have a material impact on the Company’s financial statements for fiscal year 2020.
Capitalized content cost, whether produced or acquired/licensed rights are recognized as “Produced and licensed content costs” in the Consolidated Balance Sheet. Advances for live programming rights made prior to the live event are reported in “Content advances” in the Consolidated Balance Sheet. The new guidance introduced the concept of “predominant monetization strategy” to classify capitalized content costs for purposes of amortization and impairment as follows:
•Individual - lifetime value is predominantly derived from third-party revenues that are directly attributable to the specific film or television title (e.g. theatrical revenues or sales to third-party television programmers).
•Group - lifetime value is predominantly derived from third-party revenues that are attributable only to a bundle of titles (e.g. subscription revenue for a DTC service or affiliate fees for a cable television network).
The determination of the predominant monetization strategy is made at commencement of production on a consolidated basis and is based on the means by which we derive third-party revenues from use of the content. Imputed title by title license fees that may be necessary for other purposes and are established as required by those purposes.
We generally classify content that is initially intended for use on our DTC streaming services or Linear Networks as group assets. Content initially intended for theatrical release or for sale to third-party licensees, we generally classify as individual assets. Because the new accounting guidance is applied prospectively, the predominant monetization strategy for content released prior to the beginning of fiscal 2020 was determined based on the expected means of monetization over the remaining life of the content. Thus for example, film titles that were released theatrically and in home entertainment prior to fiscal year 2020 and are now distributed on Disney+ are generally considered group content.
The classification of content as individual or group only changes if there is a significant change to the title’s monetization strategy relative to its initial assessment (e.g. content that was initially intended for license to a third-party is instead used on an owned DTC service). When there is a significant change in monetization strategy, the title’s capitalized content costs are tested for impairment.
Production costs for content that is predominantly monetized individually is amortized based upon the ratio of the current period’s revenues to the estimated remaining total revenues (Ultimate Revenues). For film productions, Ultimate Revenues include revenues from all sources, which may include imputed license fees for content that is used on our DTC streaming services, that will be earned within ten years from the date of the initial release for theatrical films. For episodic television series, Ultimate Revenues include revenues that will be earned within ten years, including imputed license fees for content that is used on our DTC streaming services, from delivery of the first episode, or if still in production, five years from delivery of the most recent episode, if later. Participations and residuals are expensed over the applicable product life cycle based upon the ratio of the current period’s revenues to the estimated remaining total revenues for each production.
Production costs that are predominantly monetized as a group are amortized based on projected usage (which may be, for example, derived from historical viewership patterns), typically resulting in an accelerated or straight-line amortization pattern. Participations and residuals are generally expensed in line with the pattern of usage.
Licensed rights to film and television content and other programs for broadcast on our Linear Networks or DTC streaming services are expensed on an accelerated or straight-line basis over their useful life or over the number of times the program is expected to be aired, as appropriate. We amortize rights costs for multi-year sports programming arrangements during the applicable seasons based on the estimated relative value of each year in the arrangement. If annual contractual payments related to each season approximate each season’s estimated relative value, we expense the related contractual payments during the applicable season.
Acquired film and television libraries are generally amortized on a straight-line basis over 20 years from the date of acquisition. Acquired film and television libraries include content that was initially released three years prior to its acquisition, except it excludes the prior seasons of episodic television programming still in production at the date of its acquisition.
The costs of produced and licensed film and television content are subject to regular recoverability assessments. For content that is predominantly monetized individually, the unamortized costs are compared to the estimated fair value. The fair value is determined based on a discounted cash flow analysis of the cash flows directly attributable to the title. To the extent the unamortized costs exceed the fair value, an impairment charge is recorded for the excess. For content that is predominantly monetized as a group, the aggregate unamortized costs of the group are compared to the present value of the discounted cash flows using the lowest level for which identifiable cash flows are independent of other produced and licensed content. If the unamortized costs exceed the present value of discounted cash flows, an impairment charge is recorded for the excess and allocated to individual titles based on the relative carrying value of each title in the group. If there are no plans to continue to use an individual film or television program that is part of a group, the unamortized cost of the individual title is written-off immediately. Licensed content is included as part of the group within which it is monetized for purposes of assessing recoverability.
Internal-Use Software Costs
The Company expenses costs incurred in the preliminary project stage of developing or acquiring internal use software, such as research and feasibility studies as well as costs incurred in the post-implementation/operational stage, such as maintenance and training. Capitalization of software development costs occurs only after the preliminary-project stage is complete, management authorizes the project and it is probable that the project will be completed and the software will be used for the function intended. As of October 2, 2021 and October 3, 2020, capitalized software costs, net of accumulated depreciation, totaled $1,186 million and $778 million, respectively. The capitalized costs are amortized on a straight-line basis over the estimated useful life of the software up to 7 years.
Parks, Resorts and Other Property
Parks, resorts and other property are carried at historical cost. Depreciation is computed on the straight-line method, generally over estimated useful lives as follows:
| | | | | | | | |
Attractions, buildings and improvements | | 20 – 40 years |
Furniture, fixtures and equipment | | 3 – 25 years |
Land improvements | | 20 – 40 years |
Leasehold improvements | | Life of lease or asset life if less |
Leases
At the beginning of fiscal 2020, the Company adopted new lease accounting guidance issued by the FASB. The most significant change requires lessees to record the present value of operating lease payments as right-of-use assets and lease liabilities on the balance sheet. We adopted the new guidance using the modified retrospective method at the beginning of fiscal year 2020, therefore reporting periods beginning after September 29, 2019 are presented under the new guidance, while prior periods continue to be reported in accordance with our historical accounting.
We determine whether a contract is a lease at contract inception or for a modified contract at the modification date. At inception or modification, the Company calculates the present value of operating lease payments using the Company’s incremental borrowing rate applicable to the lease, which is determined by estimating what it would cost the Company to borrow a collateralized amount equal to the total lease payments over the lease term based on the contractual terms of the lease and the location of the leased asset. Our leases may require us to make fixed rental payments, variable lease payments based on usage or sales and fixed non-lease costs relating to the leased asset. Variable lease payments are generally not included in the measurement of the right-of-use asset and lease liability. Fixed non-lease costs, for example common-area maintenance costs, are included in the measurement of the right-of-use asset and lease liability as the Company does not separate lease and non-lease components.
Goodwill, Other Intangible Assets and Long-Lived Assets
The Company is required to test goodwill and other indefinite-lived intangible assets for impairment on an annual basis and if current events or circumstances require, on an interim basis. The Company performs its annual test of goodwill and indefinite-lived intangible assets for impairment in its fiscal fourth quarter.
Goodwill is allocated to various reporting units, which are an operating segment or one level below the operating segment. To test goodwill for impairment, the Company first performs a qualitative assessment to determine if it is more likely than not that the carrying amount of a reporting unit exceeds its fair value. If it is, a quantitative assessment is required. Alternatively, the Company may bypass the qualitative assessment and perform a quantitative impairment test.
The qualitative assessment requires the consideration of factors such as recent market transactions, macroeconomic conditions, and changes in projected future cash flows of the reporting unit.
The quantitative assessment compares the fair value of each goodwill reporting unit to its carrying amount, and to the extent the carrying amount exceeds the fair value, an impairment of goodwill is recognized for the excess up to the amount of goodwill allocated to the reporting unit.
In fiscal 2021, the Company bypassed the qualitative test and performed a quantitative assessment of goodwill for impairment.
The impairment test for goodwill requires judgment related to the identification of reporting units, the assignment of assets and liabilities to reporting units including goodwill, and the determination of fair value of the reporting units. To determine the fair value of our reporting units, we apply what we believe to be the most appropriate valuation methodology for each of our reporting units. We generally use a present value technique (discounted cash flows) corroborated by market multiples when available and as appropriate. The discounted cash flow analyses are sensitive to our estimates of future revenue growth and margins for these businesses as well as the discount rates used to calculate the present value of future cash flows. In times of adverse economic conditions in the global economy, the Company’s long-term cash flow projections are subject to a greater degree of uncertainty than usual. We believe our estimates are consistent with how a marketplace participant would value our reporting units. If we had established different reporting units or utilized different valuation methodologies or assumptions, the impairment test results could differ, and we could be required to record impairment charges.
To test its other indefinite-lived intangible assets for impairment, the Company first performs a qualitative assessment to determine if it is more likely than not that the carrying amount of each of its indefinite-lived intangible assets exceeds its fair value. If it is, a quantitative assessment is required. Alternatively, the Company may bypass the qualitative assessment and perform a quantitative impairment test.
The qualitative assessment requires the consideration of factors such as recent market transactions, macroeconomic conditions, and changes in projected future cash flows.
The quantitative assessment compares the fair value of an indefinite-lived intangible asset to its carrying amount. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized for the excess. Fair values of indefinite-lived intangible assets are determined based on discounted cash flows or appraised values, as appropriate. The Company has determined that there are currently no legal, competitive, economic or other factors that materially limit the useful life of our FCC licenses and trademarks, which are our most significant indefinite-lived intangible assets.
Finite-lived intangible assets are generally amortized on a straight-line basis over periods up to 40 years. The costs to periodically renew our intangible assets are expensed as incurred.
The Company tests long-lived assets, including amortizable intangible assets, for impairment whenever events or changes in circumstances (triggering events) indicate that the carrying amount may not be recoverable. Once a triggering event has occurred, the impairment test employed is based on whether the Company’s intent is to hold the asset for continued use or to hold the asset for sale. The impairment test for assets held for use requires a comparison of the estimated undiscounted future cash flows expected to be generated over the relevant useful life of an asset group to the carrying amount of the asset group. An asset group is generally established by identifying the lowest level of cash flows generated by a group of assets that are largely independent of the cash flows of other assets and could include assets used across multiple businesses. If the carrying amount of an asset group exceeds the estimated undiscounted future cash flows, an impairment would be measured as the difference between the fair value of the group’s long lived-assets and the carrying amount of the group’s long-lived assets. The impairment is allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts, but only to the extent the carrying amount of each asset is above its fair value. For assets held for sale, to the extent the carrying amount is greater than the asset’s fair value less costs to sell, an impairment loss is recognized for the difference.
The Company recorded non-cash impairment charges of $0.3 billion, $5.2 billion, and $0.6 billion in fiscal 2021, 2020 and 2019, respectively.
The fiscal 2021 charges primarily related to the closure of an animation studio and a substantial number of our Disney-branded retail stores in North America and Europe.
The fiscal 2020 impairment charges primarily related to impairments of MVPD agreement intangibles assets ($1.9 billion) and goodwill ($3.1 billion) at the International Channels business. See Note 19 to the Consolidated Financial Statements for additional discussion of these impairment charges.
The fiscal 2019 charges primarily related to impairments of investments accounted for under the equity method of accounting recorded in “Equity in the income (loss) of investees” in the Consolidated Statements of Operations.
The Company expects its aggregate annual amortization expense for finite-lived intangible assets for fiscal 2022 through 2026 to be as follows:
| | | | | |
| 2022 | $ | 2,005 |
| 2023 | 1,806 |
| 2024 | 1,567 |
| 2025 | 1,469 |
| 2026 | 976 |
Risk Management Contracts
In the normal course of business, the Company employs a variety of financial instruments (derivatives) including interest rate and cross-currency swap agreements and forward and option contracts to manage its exposure to fluctuations in interest rates, foreign currency exchange rates and commodity prices.
The Company formally documents all relationships between hedges and hedged items as well as its risk management objectives and strategies for undertaking various hedge transactions. The Company primarily enters into 2 types of derivatives: hedges of fair value exposure and hedges of cash flow exposure. Hedges of fair value exposure are entered into in order to hedge the fair value of a recognized asset, liability, or a firm commitment. Hedges of cash flow exposure are entered into in order to hedge a forecasted transaction (e.g. forecasted revenue) or the variability of cash flows to be paid or received, related to a recognized liability or asset (e.g. floating-rate debt).
The Company designates and assigns the derivatives as hedges of forecasted transactions, specific assets or specific liabilities. When hedged assets or liabilities are sold or extinguished or the forecasted transactions being hedged occur or are no longer expected to occur, the Company recognizes the gain or loss on the designated derivatives.
The Company’s hedge positions are measured at fair value on the balance sheet. Realized gains and losses from hedges are classified in the income statement consistent with the accounting treatment of the items being hedged. The Company accrues the differential for interest rate swaps to be paid or received under the agreements as interest rates change as adjustments to interest expense over the lives of the swaps. Gains and losses on the termination of effective swap agreements, prior to their original maturity, are deferred and amortized to interest expense over the remaining term of the underlying hedged transactions.
The Company enters into derivatives that are not designated as hedges and do not qualify for hedge accounting. These derivatives are intended to offset certain economic exposures of the Company and are carried at fair value with changes in value recorded in earnings. Cash flows from hedging activities are classified in the Consolidated Statements of Cash Flows under the same category as the cash flows from the related assets, liabilities or forecasted transactions (see Notes 9 and 18).
Income Taxes
Deferred income tax assets and liabilities are recorded with respect to temporary differences in the accounting treatment of items for financial reporting purposes and for income tax purposes. Where, based on the weight of available evidence, it is more likely than not that some amount of recorded deferred tax assets will not be realized, a valuation allowance is established for the amount that, in management’s judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized.
A tax position must meet a minimum probability threshold before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.
Redeemable Noncontrolling Interests
The Company consolidates the results of certain subsidiaries that are less than 100% owned and for which the noncontrolling interest shareholders have the rights to require the Company to purchase their interests in these subsidiaries. The most significant of these are Hulu and BAMTech LLC (BAMTech).
Hulu provides DTC streaming services and is owned 67% by the Company and 33% by NBCU. In May 2019, the Company entered into a put/call agreement with NBCU that provided the Company with full operational control of Hulu. Under the agreement, beginning in January 2024, NBCU has the option to require the Company to purchase NBCU’s interest in Hulu and the Company has the option to require NBCU to sell its interest in Hulu to the Company, at a redemption value based on NBCU’s equity ownership percentage of the greater of Hulu’s then equity fair value or a guaranteed floor value of $27.5 billion.
NBCU’s interest will generally not be allocated its portion of Hulu’s losses as the redeemable noncontrolling interest is required to be carried at a minimum value. The minimum value is equal to the fair value as of the May 13, 2019 agreement date accreted to the January 2024 estimated redemption value. At October 2, 2021, NBCU’s interest in Hulu is recorded in the Company’s financial statements at $8.4 billion.
BAMTech provides streaming technology services to third parties and is owned 85% by the Company and 15% by the MLB. Prior to September 2021, BAMTech was owned 75% by the Company, 15% by MLB and 10% by the NHL. The NHL interest included a right to require the Company to purchase the NHL interest for $350 million in 2021. In August 2021, the NHL exercised its right and the Company purchased the NHL interest for $350 million in September 2021.
MLB has the right to sell its interest to the Company and the Company has the right to buy MLB’s interest starting five years from and ending ten years after the Company’s September 25, 2017 acquisition date of BAMTech at a redemption value equal to the greater of fair value or a guaranteed floor value ($563 million accreting at 8% annually for eight years from the date of acquisition).
The MLB interest is required to be carried at a minimum value equal to its acquisition date fair value accreted to its estimated redemption value through the applicable redemption date. Therefore, the MLB interest is generally not allocated its portion of BAMTech losses. As of October 2, 2021, the MLB interest was recorded in the Company’s financial statements at $820 million.
Our estimate of the redemption value of noncontrolling interests requires management to make significant judgments with respect to the future value of the noncontrolling interests. We are accreting the noncontrolling interests of both BAMTech and Hulu to their guaranteed floor values. If our estimate of the future redemption value increased above either of the guaranteed floor values, we would change our rate of accretion, which would generally increase earnings recorded in “Net income from continuing operations attributable to noncontrolling interests and redeemable noncontrolling interests” and thus reduce “Net income (loss) attributable to The Walt Disney Company (Disney)” on the Consolidated Statements of Operations.
Earnings Per Share
The Company presents both basic and diluted earnings per share (EPS) amounts. Basic EPS is calculated by dividing net income attributable to Disney by the weighted average number of common shares outstanding during the year. Diluted EPS is based upon the weighted average number of common and common equivalent shares outstanding during the year, which is calculated using the treasury-stock method for equity-based awards (Awards). Common equivalent shares are excluded from the computation in periods for which they have an anti-dilutive effect. Stock options for which the exercise price exceeds the average market price over the period are anti-dilutive and, accordingly, are excluded from the calculation.
A reconciliation of the weighted average number of common and common equivalent shares outstanding and the number of Awards excluded from the diluted earnings per share calculation, as they were anti-dilutive, are as follows:
| | | | | | | | | | | | | | | | | |
| 2021 | | 2020 | | 2019 |
| Weighted average number of common and common equivalent shares outstanding (basic) | 1,816 | | 1,808 | | 1,656 |
Weighted average dilutive impact of Awards(1) | 12 | | — | | 10 |
| Weighted average number of common and common equivalent shares outstanding (diluted) | 1,828 | | 1,808 | | 1,666 |
| Awards excluded from diluted earnings per share | 4 | | 35 | | 7 |
(1)Amounts exclude all potential common and common equivalent shares for periods when there is a net loss from continuing operations.
3Revenues
The following table presents our revenues by segment and major source:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2021 | | 2020 | | 2019 |
| DMED | | DPEP | | Total | | DMED | | DPEP | | Total | | DMED | | DPEP | | Total |
| Affiliate fees | $ | 17,760 | | $ | — | | $ | 17,760 | | $ | 17,929 | | $ | — | | $ | 17,929 | | $ | 15,948 | | $ | — | | $ | 15,948 |
| Advertising | 12,425 | | 4 | | 12,429 | | 10,851 | | 4 | | 10,855 | | 10,507 | | 6 | | 10,513 |
| Subscription fees | 12,020 | | — | | 12,020 | | 7,645 | | — | | 7,645 | | 2,115 | | — | | 2,115 |
| Theme park admissions | — | | 3,848 | | 3,848 | | — | | 4,038 | | 4,038 | | — | | 7,540 | | 7,540 |
| Resort and vacations | — | | 2,701 | | 2,701 | | — | | 3,402 | | 3,402 | | — | | 6,266 | | 6,266 |
| Retail and wholesale sales of merchandise, food and beverage | — | | 4,957 | | 4,957 | | — | | 4,952 | | 4,952 | | — | | 7,716 | | 7,716 |
| TV/SVOD distribution licensing | 5,266 | | — | | 5,266 | | 6,253 | | — | | 6,253 | | 5,555 | | — | | 5,555 |
| Theatrical distribution licensing | 920 | | — | | 920 | | 2,134 | | — | | 2,134 | | 4,726 | | — | | 4,726 |
| Merchandise licensing | 12 | | 3,586 | | 3,598 | | 32 | | 3,210 | | 3,242 | | 51 | | 3,329 | | 3,380 |
| Home entertainment | 1,014 | | — | | 1,014 | | 1,802 | | — | | 1,802 | | 1,961 | | — | | 1,961 |
| Other | 1,449 | | 1,456 | | 2,905 | | 1,704 | | 1,432 | | 3,136 | | 1,958 | | 1,929 | | 3,887 |
| Total revenues | $ | 50,866 | | $ | 16,552 | | $ | 67,418 | | $ | 48,350 | | $ | 17,038 | | $ | 65,388 | | $ | 42,821 | | $ | 26,786 | | $ | 69,607 |
The following table presents our revenues by segment and primary geographical markets:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2021 | | 2020 | | 2019 |
| DMED | | DPEP | | Total | | DMED | | DPEP | | Total | | DMED | | DPEP | | Total |
| Americas | $ | 41,754 | | $ | 12,403 | | $ | 54,157 | | $ | 39,163 | | $ | 12,829 | | $ | 51,992 | | $ | 33,602 | | $ | 20,203 | | $ | 53,805 |
| Europe | 5,022 | | 1,668 | | 6,690 | | 5,240 | | 2,093 | | 7,333 | | 4,762 | | 3,244 | | 8,006 |
| Asia Pacific | 4,090 | | 2,481 | | 6,571 | | 3,947 | | 2,116 | | 6,063 | | 4,457 | | 3,339 | | 7,796 |
| | | | | | | | | | | | | | | | | |
| Total revenues | $ | 50,866 | | $ | 16,552 | | $ | 67,418 | | $ | 48,350 | | $ | 17,038 | | $ | 65,388 | | $ | 42,821 | | $ | 26,786 | | $ | 69,607 |
Revenues recognized in the current and prior year from performance obligations satisfied (or partially satisfied) in previous reporting periods primarily relate to revenues earned on TV/SVOD licensee sales on titles made available to the licensee in previous reporting periods. For fiscal 2021, $1.3 billion was recognized related to performance obligations satisfied prior to October 3, 2020. For fiscal 2020, $1.4 billion was recognized related to performance obligations satisfied prior to September 30, 2019. For fiscal 2019, $1.2 billion was recognized related to performance obligations satisfied prior to September 30, 2018.
As of October 2, 2021, revenue for unsatisfied performance obligations expected to be recognized in the future is $14 billion, which primarily relates to content to be delivered in the future under existing agreements with television station
affiliates and TV/SVOD licensees. Of this amount, we expect to recognize approximately $6 billion in fiscal 2022, $4 billion in fiscal 2023, $2 billion in fiscal 2024 and $2 billion thereafter. These amounts include only fixed consideration or minimum guarantees and do not include amounts related to (i) contracts with an original expected term of one year or less (such as most advertising contracts) or (ii) licenses of IP that are solely based on the sales of the licensee.
Payment terms vary by the type and location of our customers and the products or services offered. For certain products or services and customer types, we require payment before the products or services are provided to the customer; in other cases, after appropriate credit evaluations, payment is due in arrears. Advertising contracts, which are generally short term, are billed monthly with payments generally due within 30 days. Payments due under affiliate arrangements are calculated monthly and are generally due within 30 days of month end. Home entertainment terms generally require payment within 60 to 90 days of availability date to the customer. Licensing payment terms vary by contract but are generally collected in advance or over the license term.
When the timing of the Company’s revenue recognition is different from the timing of customer payments, the Company recognizes either a contract asset (customer payment is subsequent to revenue recognition and subject to the Company satisfying additional performance obligations) or deferred revenue (customer payment precedes the Company satisfying the performance obligations). Consideration due under contracts with payment in arrears is recognized as accounts receivable. Deferred revenues are recognized as (or when) the Company performs under the contract. Contract assets, accounts receivable and deferred revenues from contracts with customers are as follows:
| | | | | | | | | | | |
| October 2,
2021 | | October 3,
2020 |
| Contract assets | $ | 155 | | | $ | 70 | |
| | | |
| | | |
| Accounts Receivable | | | |
| Current | 11,190 | | | 11,340 | |
| Non-current | 1,359 | | | 1,789 | |
| Allowance for credit losses | (194) | | | (460) | |
| Deferred revenues | | | |
| Current | 4,067 | | | 3,688 | |
| Non-current | 581 | | | 513 | |
Contract assets primarily relate to certain multi-season TV/SVOD licensing contracts. Activity for fiscal 2021 and 2020 related to contract assets was not material. The allowance for credit losses decreased from $460 million at October 3, 2020 to $194 million at October 2, 2021 primarily due to the adoption of new accounting guidance on the measurement of credit losses (see Note 20).
For fiscal 2021, the Company recognized revenues of $2.9 billion, primarily related to content sales, including subscription revenue, and licensing advances included in the deferred revenue balance at October 3, 2020. For fiscal 2020, the Company recognized revenues of $3.4 billion primarily related to theme park admissions and vacation packages and licensing and publishing advances included in the deferred revenue balance at September 28, 2019. For fiscal 2019, the Company recognized revenues of $2.7 billion primarily related to theme park admissions and vacation packages and licensing and publishing advances included in the deferred revenue balance at September 29, 2018.
The Company has accounts receivable with original maturities greater than one year related to the sale of film and television program rights and vacation club properties. These receivables are discounted to present value at contract inception, and the related revenues are recognized at the discounted amount.
The balance of film and television program sales receivables recorded in other non-current assets, net of an allowance for credit losses that is not material, was $0.8 billion as of October 2, 2021. The activity in the allowance for credit loss for fiscal 2021 was not material.
The balance of mortgage receivables recorded in other non-current assets, net of an allowance for credit loss that is not material, was $0.6 billion as of October 2, 2021. The activity in the allowance for credit loss for fiscal 2021 was not material.
4.Acquisitions
TFCF Corporation
On March 20, 2019, the Company acquired the outstanding capital stock of TFCF for $69.5 billion, of which the Company paid $35.7 billion in cash and $33.8 billion in Disney shares (307 million shares at a price of $110.00 per share). Prior to the acquisition, TFCF and a newly-formed subsidiary of TFCF (New Fox) entered into a separation agreement,
pursuant to which TFCF transferred to New Fox a portfolio of TFCF’s news, sports and broadcast businesses and certain other assets. TFCF retained all of the assets and liabilities not transferred to New Fox, the most significant of which were the Twentieth Century Fox film and television studios, certain cable networks (primarily FX and National Geographic), TFCF’s international television businesses (including Star) and TFCF’s 30% interest in Hulu. Under the terms of the agreement governing the acquisition, the Company will generally phase-out Fox brands by 2024, but has perpetual rights to certain Fox brands, including Twentieth Century Fox and Fox Searchlight, although these have been rebranded to Twentieth Century Studios and Searchlight Pictures, respectively.
We acquired TFCF to enhance the Company’s position as a premier, global entertainment company by increasing our portfolio of creative assets and branded content to be monetized through our film and television studio, theme parks and direct-to-consumer offerings.
The purchase price for TFCF includes $361 million related to TFCF stock awards that were settled or replaced in connection with the acquisition, and in fiscal 2019, the Company recognized compensation expense of $164 million related to stock awards that were accelerated to vest upon closing of the acquisition. Additionally, compensation expense of $219 million related to stock awards that were replaced with new restricted stock units is being recognized over the post-acquisition service period of up to approximately two years.
In fiscal 2019, the Company incurred $0.3 billion of acquisition-related expenses, of which $0.2 billion is included in “Selling, general, administrative and other”, and $0.1 billion related to financing fees is included in “Interest expense, net” in the Consolidated Statements of Operations.
In fiscal 2019, the Company remeasured its initial 30% interest in Hulu to its estimated fair value and recorded a one-time gain of $4.8 billion (Hulu Gain), which was determined based on a discounted cash flow analysis. On April 15, 2019, Hulu redeemed Warner Media LLC’s (WM) 10% interest in Hulu for $1.4 billion. The redemption was funded by the Company and NBCU. This resulted in the Company’s and NBCU’s interests in Hulu increasing to 67% and 33%, respectively. NBCU’s interest is classified as a redeemable noncontrolling interest in the Consolidated Balance Sheets. See Note 2 for further discussion of NBCU’s interest.
In order to obtain regulatory approval for the acquisition, the Company agreed to sell TFCF’s domestic regional sports networks (RSNs) (sold in August 2019 for approximately $11 billion) and sports media operations in Brazil and Mexico. In addition, the Company agreed to divest its interest in certain European cable channels that were controlled by A+E Television Networks (A+E) (sold in April 2019 for an amount that was not material). In the third quarter of fiscal 2020, the Company received regulatory approval to retain the sports media operation in Brazil. In May 2021, the Company entered into an agreement to sell the Fox sports media business in Mexico for an amount that is not material. The transaction received regulatory approval and closed in November 2021. The RSNs and sports media operation in Mexico, along with certain other divested businesses, are presented as discontinued operations in the Consolidated Statements of Operations. At October 2, 2021 and October 3, 2020, the assets and liabilities of the businesses held for sale are not material and are included in other assets and other liabilities in the Consolidated Balance Sheets.
The following pro forma summary presents consolidated information of the Company for fiscal 2019 as if the acquisition of TFCF and consolidation of Hulu had occurred on October 1, 2017:
| | | | | |
| Revenues | $ | 78,047 |
| Net income | 7,511 |
| Net income attributable to Disney | 7,206 |
| Earnings per share attributable to Disney: | |
| Diluted | $ | 3.68 |
| Basic | 3.70 |
The pro forma results include adjustments for purposes of consolidating the historical financial results of TFCF and Hulu (net of adjustments to eliminate transactions between Disney and TFCF, Disney and Hulu, and Hulu and TFCF). The pro forma results include $3.1 billion (of which $0.4 billion related to the RSNs) to reflect the incremental amortization as a result of recording film and television programming and production costs and finite lived intangible assets at fair value. Interest expense of $0.4 billion is included to reflect the cost of borrowings to finance the TFCF acquisition. The pro forma results also include $0.9 billion of net income attributable to Disney related to TFCF businesses that have been divested.
The pro forma results exclude the Hulu Gain, compensation expense of $0.2 billion related to TFCF equity and cash awards that were accelerated to vest upon closing of the acquisition, and $0.4 billion of acquisition-related expenses. These amounts were recognized by Disney and TFCF in fiscal 2019.
The pro forma results exclude a $10.8 billion gain on the sale of TFCF’s 39% interest in Sky plc in October 2018.
The pro forma results do not represent financial results that would have been realized had the acquisition actually occurred on October 1, 2017, nor are they intended to be a projection of future results.
Goodwill
The changes in the carrying amount of goodwill are as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Media
Networks | | DPEP | | Studio Entertainment | | Direct-to-Consumer & International | | DMED | | Total |
| Balance at Sept. 28, 2019 | $ | 33,423 | | | $ | 5,535 | | | $ | 17,797 | | | $ | 23,538 | | | $ | — | | | $ | 80,293 | |
Acquisitions(1) | 568 | | | 15 | | | 98 | | | 51 | | | — | | | 732 | |
| | | | | | | | | | | |
| Impairments (see Note 19) | — | | | — | | | — | | | (3,074) | | | — | | | (3,074) | |
| Currency translation adjustments and other, net | — | | | — | | | (100) | | | (162) | | | — | | | (262) | |
| Balance at Oct. 3, 2020 | $ | 33,991 | | | $ | 5,550 | | | $ | 17,795 | | | $ | 20,353 | | | $ | — | | | $ | 77,689 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Segment recast(2) | (33,991) | | | — | | | (17,795) | | | (20,353) | | | 72,139 | | | — | |
| Currency translation adjustments and other, net | — | | | — | | | — | | | — | | | 382 | | | 382 | |
| Balance at Oct. 2, 2021 | $ | — | | | $ | 5,550 | | | $ | — | | | $ | — | | | $ | 72,521 | | | $ | 78,071 | |
(1)Reflects updates to allocation of purchase price for the acquisition of TFCF.
(2)Reflects the reallocation of goodwill as a result of the Company recasting its segments.
5Other Income, Net
Other income, net is as follows:
| | | | | | | | | | | | | | | | | |
| 2021 | | 2020 | | 2019 |
| DraftKings gain (loss) | $ | (111) | | | $ | 973 | | | $ | — | |
| fuboTV gain | 186 | | | — | | | — | |
| German FTA gain | 126 | | | — | | | — | |
| Endemol Shine gain | — | | | 65 | | | — | |
| Hulu gain (see Note 4) | — | | | — | | | 4,794 | |
| Insurance recoveries related to legal matters | — | | | — | | | 46 | |
| Charge for the extinguishment of a portion of the debt originally assumed in the TFCF acquisition (see Note 9) | — | | | — | | | (511) | |
| | | | | |
| | | | | |
| Gain on sale of real estate, property rights and other | — | | | — | | | 28 | |
| | | | | |
| Other income, net | $ | 201 | | | $ | 1,038 | | | $ | 4,357 | |
In fiscal 2021, the Company recognized a non-cash loss of $111 million from the adjustment of its investment in DraftKings, Inc. (DraftKings) to fair value (DraftKings gain (loss)). In fiscal 2020, the Company recognized a $973 million DraftKings gain.
In fiscal 2021, the Company recognized a $186 million gain from the sale of our investment in fuboTV Inc. (fuboTV gain) and a $126 million gain on the sale of its 50% interest in a German free-to-air (FTA) television network (German FTA gain).
In fiscal 2020, the Company recognized a $65 million gain on the sale of its 50% interest in Endemol Shine Group (Endemol Shine gain).
6Investments
Investments consist of the following:
| | | | | | | | | | | |
| October 2,
2021 | | October 3,
2020 |
| Investments, equity basis | $ | 2,638 | | | $ | 2,632 | |
| Investments, other | 1,297 | | | 1,271 | |
| $ | 3,935 | | $ | 3,903 |
Investments, Equity Basis
The Company’s significant equity investments primarily consist of media investments and include A+E (50% ownership), CTV Specialty Television, Inc. (30% ownership), Endemol Shine Group (50% ownership until sale of the interest in July 2020) and Tata Sky Limited (30% ownership). As of October 2, 2021, the book value of the Company’s equity method investments exceeded our share of the book value of the investees’ underlying net assets by approximately $0.8 billion, which represents amortizable intangible assets and goodwill arising from acquisitions.
As of October 2, 2021 and October 3, 2020, the Company had securities recorded at fair value of $1.0 billion and $1.1 billion, respectively. As of October 2, 2021 and October 3, 2020, the Company had securities recorded at book value related to non-publicly traded securities without a readily determinable fair value of $0.3 billion and $0.2 billion, respectively.
Gains, losses and impairments on securities are generally recorded in “Interest expense, net” in the Consolidated Statements of Operations. See Note 5 for fiscal 2021 realized gains and unrealized losses on securities and fiscal 2020 unrealized gains recorded in “Other income, net” in the Consolidated Statements of Operations. Fiscal 2021 and fiscal 2020 impairments on securities and fiscal 2020 realized gains were not material. In fiscal 2019, realized gains, unrealized gains and losses and impairments on securities were not material.
7International Theme Parks
The Company has a 48% ownership interest in the operations of Hong Kong Disneyland Resort and a 43% ownership interest in the operations of Shanghai Disney Resort (together, the Asia Theme Parks), which are both VIEs consolidated in the Company’s financial statements. See Note 2 for the Company’s policy on consolidating VIEs. In addition, the Company has 100% ownership of Disneyland Paris. The Asia Theme Parks together with Disneyland Paris are collectively referred to as the International Theme Parks.
The following table summarizes the carrying amounts of the Asia Theme Parks’ assets and liabilities included in the Company’s Consolidated Balance Sheet:
| | | | | | | | | | | |
| | October 2, 2021 | | October 3, 2020 |
| Cash and cash equivalents | $ | 287 | | | $ | 372 | |
| Other current assets | 95 | | | 91 | |
| Total current assets | 382 | | | 463 | |
| Parks, resorts and other property | 6,928 | | | 6,720 | |
| Other assets | 176 | | | 191 | |
| Total assets | $ | 7,486 | | | $ | 7,374 | |
| | | |
| Current liabilities | $ | 473 | | | $ | 486 | |
| Borrowings - long-term | 1,331 | | | 1,213 | |
| Other long-term liabilities | 422 | | | 403 | |
| Total liabilities | $ | 2,226 | | | $ | 2,102 | |
The following table summarizes the International Theme Parks’ revenues and costs and expenses included in the Company’s Consolidated Statements of Operations for fiscal 2021:
| | | | | |
Revenues | $ | 1,698 | |
Costs and expenses | (2,845) | |
Equity in the loss of investees | (19) | |
Asia Theme Parks’ royalty and management fees of $119 million for fiscal 2021 are eliminated in consolidation, but are considered in calculating earnings attributable to noncontrolling interests.
International Theme Parks’ cash flows included in the Company’s fiscal 2021 Consolidated Statements of Cash Flows were $292 million used in operating activities, $668 million used in investing activities and $74 million used in financing activities.
Hong Kong Disneyland Resort
The Government of the Hong Kong Special Administrative Region (HKSAR) and the Company have a 52% and a 48% equity interest in Hong Kong Disneyland Resort, respectively.
The Company and HKSAR have provided loans to Hong Kong Disneyland Resort with outstanding balances of $149 million and $100 million, respectively. The interest rate on both loans is three month HIBOR plus 2%, and the maturity date is September 2025. The Company’s loan is eliminated in consolidation.
The Company has provided Hong Kong Disneyland Resort with a revolving credit facility of HK $2.1 billion ($270 million), which bears interest at a rate of three month HIBOR plus 1.25% and matures in December 2023. The outstanding balance under the line of credit at October 2, 2021 was $124 million. The Company’s line of credit is eliminated in consolidation.
Hong Kong Disneyland Resort is undergoing a multi-year expansion estimated to cost HK $10.9 billion ($1.4 billion). The Company and HKSAR have agreed to fund the expansion on an equal basis through equity contributions, which totaled $42 million and $188 million in fiscal 2021 and 2020, respectively. To date, the Company and HKSAR have funded a total of $568 million.
HKSAR has the right to receive additional shares over time to the extent Hong Kong Disneyland Resort exceeds certain return on asset performance targets. The amount of additional shares HKSAR can receive is capped on both an annual and cumulative basis and could decrease the Company’s equity interest by up to an additional 6 percentage points over a period no shorter than 11 years. Assuming HK $10.9 billion is contributed in the expansion, the impact to the Company’s equity interest would be limited to 4 percentage points.
Shanghai Disney Resort
Shanghai Shendi (Group) Co., Ltd (Shendi) and the Company have 57% and 43% equity interests in Shanghai Disney Resort, respectively. A management company, in which the Company has a 70% interest and Shendi a 30% interest, operates Shanghai Disney Resort.
The Company has provided Shanghai Disney Resort with loans totaling $895 million, bearing interest at rates up to 8% and maturing in 2036, with early repayment permitted. The Company has also provided Shanghai Disney Resort with a 1.0 billion yuan (approximately $0.2 billion) line of credit bearing interest at 8%. There is no outstanding balance under the line of credit as of October 2, 2021. These balances are eliminated in consolidation.
Shendi has provided Shanghai Disney Resort with loans totaling 7.9 billion yuan (approximately $1.2 billion), bearing interest at rates up to 8% and maturing in 2036, with early repayment permitted. Shendi has also provided Shanghai Disney Resort with a 1.4 billion yuan (approximately $0.2 billion) line of credit bearing interest at 8%. There is no outstanding balance under the line of credit as of October 2, 2021.
8Produced and Acquired/Licensed Content Costs and Advances
Total capitalized produced and licensed content by predominant monetization strategy is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of October 2, 2021 | | As of October 3, 2020 |
| Predominantly Monetized Individually | | Predominantly
Monetized
as a Group | | Total | | Predominantly Monetized Individually | | Predominantly
Monetized
as a Group | | Total |
| Produced content | | | | | | | | | | | |
| Released, less amortization | $ | 4,944 | | | $ | 9,779 | | | $ | 14,723 | | | $ | 5,090 | | | $ | 8,185 | | | $ | 13,275 | |
| Completed, not released | 630 | | | 762 | | | 1,392 | | | 555 | | | 720 | | | 1,275 | |
| In-process | 4,371 | | | 4,623 | | | 8,994 | | | 3,585 | | | 2,090 | | | 5,675 | |
| In development or pre-production | 351 | | | 162 | | | 513 | | | 268 | | | 103 | | | 371 | |
| $ | 10,296 | | | $ | 15,326 | | | 25,622 | | | $ | 9,498 | | | $ | 11,098 | | | 20,596 | |
| Licensed content - Programming rights and advances | | | | | 6,110 | | | | | | | 6,597 | |
| Total produced and licensed content | | | | | $ | 31,732 | | | | | | | $ | 27,193 | |
| | | | | | | | | | | |
| Current portion | | | | | $ | 2,183 | | | | | | | $ | 2,171 | |
| Non-current portion | | | | | $ | 29,549 | | | | | | | $ | 25,022 | |
Amortization of produced and licensed content is as follows:
| | | | | | | | | | | |
| 2021 | | 2020 |
| Produced content | | | |
| Predominantly monetized individually | $ | 2,947 | | | $ | 4,305 | |
| Predominantly monetized as a group | 5,228 | | | 5,032 | |
| 8,175 | | | 9,337 | |
| Licensed programming rights and advances | 12,784 | | | 11,241 | |
Total produced and licensed content costs(1) | $ | 20,959 | | | $ | 20,578 | |
(1)Primarily included in “Costs of services” in the Consolidated Statements of Operations.
Amortization of produced and licensed content for fiscal 2019 was $17.1 billion.
Total expected amortization by fiscal year of completed (released and not released) produced, licensed and acquired library content on the balance sheet as of October 2, 2021 is as follows:
| | | | | | | | | | | | | | | | | |
| Predominantly Monetized Individually | | Predominantly
Monetized
as a Group | | Total |
| Produced content | | | | | |
| Released | | | | | |
| 2022 | $ | 1,459 | | | $ | 3,127 | | | $ | 4,586 | |
| 2023 | 764 | | | 1,987 | | | 2,751 | |
| 2024 | 473 | | | 1,254 | | | 1,727 | |
| Completed, not released | | | | | |
| 2022 | 334 | | | 312 | | | 646 | |
| | | | | |
| Licensed content - Programming rights and advances | | | | | |
| 2022 | | | | | $ | 3,663 | |
| 2023 | | | | | 1,125 | |
| 2024 | | | | | 585 | |
Approximately $2.4 billion of accrued participations and residual liabilities will be paid in fiscal 2022.
At October 2, 2021, acquired film and television libraries have remaining unamortized costs of $3.5 billion, which are generally being amortized straight-line over a weighted-average remaining period of approximately 16 years.
9Borrowings
The Company’s borrowings, including the impact of interest rate and cross-currency swaps, are summarized as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | October 2, 2021 |
| | | Oct. 2, 2021 | | Oct. 3, 2020 | | Stated Interest Rate(1) | Pay Floating Interest rate and Cross- Currency Swaps(2) | Effective Interest Rate(3) | | Swap
Maturities |
| Commercial paper | | $ | 1,992 | | | $ | 2,023 | | | — | | $ | — | | | | 0.31% | | |
U.S. dollar denominated notes(4) | | 49,090 | | | 52,736 | | | 3.86% | | 13,125 | | | | 3.08% | | 2022-2031 |
| Foreign currency denominated debt | | 2,011 | | | 1,983 | | | 2.92% | | 2,016 | | | | 2.83% | | 2027 |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Other(5) | | (18) | | | 583 | | | | | — | | | | | | |
| | 53,075 | | | 57,325 | | | 3.68% | | 15,141 | | | | 2.96% | | |
| Asia Theme Parks borrowings | | 1,331 | | | 1,303 | | | 1.53% | | — | | | | 5.32% | | |
| Total borrowings | | 54,406 | | | 58,628 | | | 3.63% | | 15,141 | | | | 3.02% | | |
| Less current portion | | 5,866 | | | 5,711 | | | 2.23% | | 500 | | | | 2.10% | | |
| Total long-term borrowings | | $ | 48,540 | | | $ | 52,917 | | | | | $ | 14,641 | | | | | | |
(1)The stated interest rate represents the weighted-average coupon rate for each category of borrowings. For floating-rate borrowings, interest rates are the rates in effect at October 2, 2021; these rates are not necessarily an indication of future interest rates.
(2)Amounts represent notional values of interest rate and cross-currency swaps outstanding as of October 2, 2021.
(3)The effective interest rate includes the impact of existing and terminated interest rate and cross-currency swaps, purchase accounting adjustments and debt issuance premiums, discounts and costs.
(4)Includes net debt issuance discounts, costs and purchase accounting adjustments totaling a net premium of $2.1 billion and a net premium of $2.2 billion at October 2, 2021 and October 3, 2020, respectively.
(5)Includes market value adjustments for debt with qualifying hedges, which reduces borrowings by $99 million and increases borrowings by $509 million at October 2, 2021 and October 3, 2020, respectively.
Commercial Paper
At October 2, 2021, the Company’s bank facilities, which are with a syndicate of lenders and support our commercial paper borrowings, were as follows:
| | | | | | | | | | | | | | | | | |
| Committed
Capacity | | Capacity
Used | | Unused
Capacity |
| Facility expiring March 2022 | $ | 5,250 | | $ | — | | $ | 5,250 |
| Facility expiring March 2023 | 4,000 | | — | | 4,000 |
| Facility expiring March 2025 | 3,000 | | — | | 3,000 |
| Total | $ | 12,250 | | $ | — | | $ | 12,250 |
The facilities expiring in March 2023 and March 2025 allow for borrowings at LIBOR-based rates plus a spread depending on the credit default swap spread applicable to the Company’s debt, or a fixed spread in the case of the facility expiring in March 2022, subject to a cap and floor that vary with the Company’s debt rating assigned by Moody’s Investors Service and Standard & Poor’s. The spread above LIBOR can range from 0.18% to 1.63%. The bank facilities specifically exclude certain entities, including the Asia Theme Parks, from any representations, covenants or events of default. The bank facilities contain only one financial covenant, which is interest coverage of three times earnings before interest, taxes, depreciation and amortization, including both intangible amortization and amortization of our film and television production and programming costs. On October 2, 2021 the financial covenant was met by a significant margin. The Company also has the ability to issue up to $500 million of letters of credit under the facility expiring in March 2023, which if utilized, reduces available borrowings under this facility. As of October 2, 2021, the Company has $1.4 billion of outstanding letters of credit, of which none were issued under this facility.
Commercial paper activity is as follows:
| | | | | | | | | | | | | | | | | |
| Commercial paper with original maturities less than three months, net(1) | | Commercial paper with original maturities greater than three months | | Total |
| Balance at Sept. 28, 2019 | $ | 1,934 | | | $ | 3,408 | | | $ | 5,342 | |
| Additions | — | | | 11,500 | | | 11,500 | |
| Payments | (1,961) | | | (12,893) | | | (14,854) | |
| Other Activity | 27 | | | 8 | | | 35 | |
| Balance at Oct. 3, 2020 | $ | — | | | $ | 2,023 | | | $ | 2,023 | |
| Additions | — | | | 2,221 | | | 2,221 | |
| Payments | — | | | (2,247) | | | (2,247) | |
| Other Activity | — | | | (5) | | | (5) | |
| Balance at Oct. 2, 2021 | $ | — | | | $ | 1,992 | | | $ | 1,992 | |
(1)Borrowings and reductions of borrowings are reported net.
U.S. Dollar Denominated Notes
At October 2, 2021, the Company had $49.1 billion of U.S. dollar denominated notes with maturities ranging from 1 to 75 years. The debt outstanding includes $48.1 billion of fixed rate notes, which have stated interest rates that range from 1.65% to 9.50% and $1.0 billion of floating-rate notes that bear interest at U.S. LIBOR plus or minus a spread. At October 2, 2021, the effective rate on the floating-rate notes was 0.54%.
On March 20, 2019, the Company assumed public debt with a fair value of $21.2 billion (principal balance of $17.4 billion) upon completion of the TFCF acquisition. On March 20, 2019, 96% (principal balance of $16.8 billion) of the assumed debt was exchanged for senior notes of TWDC, with essentially the same terms. In September 2019, the Company repurchased previously exchanged debt with a carrying value of approximately $3.5 billion (principal balance of approximately $2.7 billion) and TFCF debt with a carrying value of approximately $280 million (principal balance of approximately $260 million) for $4.3 billion and recognized a charge of $511 million in “Other income, net” in the fiscal 2019 Consolidated Statement of Operations.
Foreign Currency Denominated Debt
Prior to 2019, the Company issued Canadian $1.3 billion ($1.0 billion) of fixed rate senior notes, which bear interest at 2.76% and mature in October 2024. The Company also entered into pay-floating interest rate and cross currency swaps that effectively convert the borrowing to a variable-rate U.S. dollar denominated borrowing indexed to LIBOR.
In fiscal 2020, the Company issued Canadian $1.3 billion ($1.0 billion) of fixed rate senior notes, which bear interest at 3.057% and mature in March 2027. The Company also entered into pay-floating interest rate and cross currency swaps that effectively convert the borrowing to a variable-rate U.S. dollar denominated borrowing indexed to LIBOR.
RSN Debt
On March 20, 2019, as part of the TFCF acquisition, the Company assumed $1.1 billion of debt related to one of the RSNs. In August 2019, the RSN was sold and the buyer has assumed the outstanding debt obligation.
Credit Facilities to Acquire TFCF
On March 20, 2019, the Company borrowed $31.1 billion under two 364-day unsecured bridge loan facilities with a bank syndicate to fund the cash component of the TFCF acquisition. On March 21, 2019, the Company repaid one bridge loan facility in the amount of $16.1 billion, utilizing cash acquired in the TFCF transaction, and terminated the facility. The remaining 364-day unsecured bridge loan facility in the amount of $15.0 billion was repaid and terminated during the fourth quarter of fiscal 2019 using the after-tax proceeds from the divestiture of the RSNs and proceeds from new borrowings.
Cruise Ship Credit Facilities
The Company has credit facilities to finance up to 80% of the contract price of three new cruise ships, which are scheduled to be delivered in 2022, 2024 and 2025. Under the facilities, $1.0 billion in financing is available beginning in October 2021, $1.1 billion is available beginning in August 2023 and $1.1 billion is available beginning in August 2024. Each tranche of financing may be utilized for a period of 18 months from the initial availability date. If utilized, the interest rates will be fixed at 3.48%, 3.80% and 3.74%, respectively, and the loan and interest will be payable semi-annually over a 12-year period from the borrowing date. Early repayment is permitted subject to cancellation fees.
Asia Theme Parks Borrowings
HKSAR provided Hong Kong Disneyland Resort with loans totaling HK$0.8 billion ($100 million). The interest rate is three month HIBOR plus 2%, and the maturity date is September 2025.
Shendi has provided Shanghai Disney Resort with loans totaling 7.9 billion yuan (approximately $1.2 billion) bearing interest at rates up to 8% and maturing in 2036, with early repayment permitted. Shendi has also provided Shanghai Disney Resort with a 1.4 billion yuan (approximately $0.2 billion) line of credit bearing interest at 8%. As of October 2, 2021 there was no outstanding balance.
The following table provides total borrowings, excluding market value adjustments and debt issuance premiums, discounts and costs, by scheduled maturity date as of October 2, 2021. The table also provides the estimated interest payments on these borrowings as of October 2, 2021 although actual future payments will differ for floating-rate borrowings:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Borrowings | | | | |
| Fiscal Year: | Before
Asia
Theme Parks
Consolidation | | Asia
Theme Parks | | Total Borrowings | | Interest(1) | | Total Borrowings and Interest |
| 2022 | $ | 5,861 | | $ | 10 | | $ | 5,871 | | $ | 1,846 | | $ | 7,717 |
| 2023 | 1,241 | | 25 | | 1,266 | | 1,804 | | 3,070 |
| 2024 | 2,872 | | 30 | | 2,902 | | 1,738 | | 4,640 |
| 2025 | 3,685 | | 35 | | 3,720 | | 1,728 | | 5,448 |
| 2026 | 4,578 | | — | | 4,578 | | 1,700 | | 6,278 |
| Thereafter | 32,861 | | 1,231 | | 34,092 | | 20,602 | | 54,694 |
| $ | 51,098 | | $ | 1,331 | | $ | 52,429 | | $ | 29,418 | | $ | 81,847 |
(1) In 2023, the Company has the ability to call a debt instrument prior to its scheduled maturity, which if exercised by the Company would reduce future interest payments by $1.1 billion.
The Company capitalizes interest on assets constructed for its parks and resorts and on certain film and television productions. In fiscal 2021, 2020 and 2019, total interest capitalized was $187 million, $157 million and $222 million, respectively. Interest expense, net of capitalized interest, for fiscal 2021, 2020 and 2019 was $1,546 million, $1,647 million and $1,246 million, respectively.
10Income Taxes
Provision for Income Taxes and Deferred Tax Assets and Liabilities | | | | | | | | | | | | | | | | | |
| Income (Loss) Before Income Taxes | 2021 | | 2020 | | 2019 |
| | | | |
| Domestic (including U.S. exports) | $ | 5,241 | | | $ | 4,706 | | | $ | 12,389 | |
Foreign subsidiaries(1) | (2,680) | | | (6,449) | | | 1,534 | |
| Total income (loss) from continuing operations | 2,561 | | | (1,743) | | | 13,923 | |
| Income (loss) from discontinued operations | (38) | | | (42) | | | 726 | |
| $ | 2,523 | | | $ | (1,785) | | | $ | 14,649 | |
(1) Includes goodwill and intangible asset impairment in fiscal 2020.
| | | | | | | | | | | | | | | | | |
| Income Tax Expense (Benefit) | | | | | |
| Current | 2021 | | 2020 | | 2019 |
| Federal | $ | 594 | | | $ | 95 | | | $ | 14 | |
| State | 129 | | | 148 | | | 112 | |
Foreign(1) | 554 | | | 731 | | | 824 | |
| 1,277 | | | 974 | | | 950 | |
| Deferred | | | | | |
| Federal | (526) | | | 279 | | | 1,829 | |
| State | (220) | | | (29) | | | 259 | |
| Foreign | (506) | | | (525) | | | (12) | |
| (1,252) | | | (275) | | | 2,076 | |
| Income tax expense from continuing operations | 25 | | | 699 | | | 3,026 | |
| Income tax expense from discontinued operations | (9) | | | (10) | | | 39 | |
| $ | 16 | | | $ | 689 | | | $ | 3,065 | |
(1)Includes foreign withholding taxes.
| | | | | | | | | | | |
| Components of Deferred Tax (Assets) and Liabilities | October 2, 2021 | | October 3, 2020 |
| | |
| Deferred tax assets | | | |
Net operating losses and tax credit carryforwards(1) | $ | (3,944) | | | $ | (3,137) | |
| Accrued liabilities | (2,544) | | | (2,952) | |
| Lease liabilities | (764) | | | (825) | |
| Licensing revenues | (202) | | | — | |
| Other | (725) | | | (652) | |
| Total deferred tax assets | (8,179) | | | (7,566) | |
| Deferred tax liabilities | | | |
| Depreciable, amortizable and other property | 7,916 | | | 8,256 | |
| Investment in U.S. entities | 2,775 | | | 2,514 | |
| Right-of-use assets | 697 | | | 740 | |
| Licensing revenues | — | | | 189 | |
| Investment in foreign entities | 392 | | | 266 | |
| | | |
| Other | 164 | | | 150 | |
| Total deferred tax liabilities | 11,944 | | | 12,115 | |
| Net deferred tax liability before valuation allowance | 3,765 | | | 4,549 | |
| Valuation allowance | 2,795 | | | 2,410 | |
| Net deferred tax liability | $ | 6,560 | | | $ | 6,959 | |
(1)Balances as of October 2, 2021 and October 3, 2020 include approximately $1.6 billion and $1.4 billion, respectively, of International Theme Park net operating losses and approximately $1.0 billion and $0.7 billion, respectively of foreign tax credits in the U.S. The International Theme Park net operating losses are primarily in France and, to a lesser extent, Hong Kong and China. Losses in France and Hong Kong have an indefinite carryforward period and losses in China have a five-year carryforward period. China theme park net operating losses of $0.1 billion may expire between fiscal 2022 and fiscal 2027. Foreign tax credits in the U.S. have a ten-year carryforward period. Foreign tax credits of $1.0 billion may expire beginning fiscal 2028.
The following table details the change in valuation allowance for fiscal 2021, 2020 and 2019 (in billions):
| | | | | | | | | | | | | | | | | | | | | | | |
| Balance at Beginning of Period | | Charges to Tax Expense(1) | | Changes Due to
TFCF Acquisition | | Balance at End of Period |
| Year ended October 2, 2021 | $ | 2.4 | | | $ | 0.4 | | | $ | — | | | $ | 2.8 | |
| Year ended October 3, 2020 | 1.9 | | | 0.6 | | | (0.1) | | | 2.4 | |
| Year ended September 28, 2019 | 1.4 | | | (0.1) | | | 0.6 | | | 1.9 | |
(1) Charges to tax expense in fiscal 2021 and fiscal 2020 are primarily due to International Theme Parks net operating losses.
Reconciliation of the effective income tax rate to the federal rate for continuing operations
| | | | | | | | | | | | | | | | | |
| 2021 | | 2020(1) | | 2019 |
| Federal income tax rate | 21.0 | % | | 21.0 | % | | 21.0 | % |
| State taxes, net of federal benefit | 1.9 | | | 4.3 | | | 1.9 | |
| Tax rate differential on foreign income | 12.0 | | | (16.5) | | | 0.3 | |
| Foreign derived intangible income | (6.4) | | | — | | | (1.1) | |
| | | | | |
| Excess tax benefits from equity awards | (5.3) | | | 3.7 | | | (0.3) | |
| Legislative changes | (12.2) | | | 4.4 | | | (0.3) | |
| Income tax audits and reserves | (4.8) | | | (6.1) | | | (0.6) | |
| Goodwill impairment | — | | | (41.1) | | | — | |
| Valuation allowance | 2.6 | | | (14.6) | | | 0.1 | |
| Other | (7.8) | | | 4.8 | | | 0.7 | |
| 1.0 | % | | (40.1 | %) | | 21.7 | % |
(1)In fiscal 2020, the Company had a pre-tax loss. Positive amounts reflect tax benefits, whereas negative amounts reflect tax expense.
The effective income tax rate in the current year was lower than the U.S. statutory rate due to favorable adjustments related to prior years and excess tax benefits on employee share-based awards, partially offset by an unfavorable impact from foreign losses for which we are unable to recognize a tax benefit. The effective income tax rate in the prior year included an unfavorable impact of the goodwill impairment, which was not tax deductible, the impact of higher tax rates on foreign earnings than U.S. statutory rates and an unfavorable impact from foreign losses for which we are unable to recognize a tax benefit.
Unrecognized tax benefits
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, excluding the related accrual for interest, is as follows:
| | | | | | | | | | | | | | | | | |
| 2021 | | 2020 | | 2019 |
| Balance at the beginning of the year | $ | 2,740 | | | $ | 2,952 | | | $ | 648 | |
| Increases due to acquisitions | — | | | 34 | | | 2,728 | |
| Increases for current year tax positions | 51 | | | 26 | | | 84 | |
| Increases for prior year tax positions | 556 | | | 134 | | | 143 | |
| Decreases in prior year tax positions | (174) | | | (99) | | | (61) | |
| Settlements with taxing authorities | (532) | | | (307) | | | (590) | |
| Balance at the end of the year | $ | 2,641 | | | $ | 2,740 | | | $ | 2,952 | |
The fiscal year-end 2021, 2020 and 2019 balances include $2.0 billion, $2.1 billion and $2.4 billion, respectively, that if recognized, would reduce our income tax expense and effective tax rate. These amounts are net of the offsetting benefits from other tax jurisdictions.
At October 2, 2021, October 3, 2020 and September 28, 2019, the Company had $1.0 billion, $1.1 billion and $1.0 billion, respectively, in accrued interest and penalties related to unrecognized tax benefits. During fiscal 2021, 2020 and 2019, the Company recorded additional interest and penalties of $191 million, $211 million and $802 million (of which the substantial majority is due to the acquisition of TFCF), respectively, and recorded reductions in accrued interest and penalties of $256
million, $101 million and $96 million, respectively, as a result of audit settlements and other prior-year adjustments. The Company’s policy is to report interest and penalties as a component of income tax expense.
The Company is no longer subject to U.S. federal examination for years prior to 2018 for The Walt Disney Company and for years prior to 2016 for TFCF. The Company is no longer subject to examination in any of its major state or foreign tax jurisdictions for years prior to 2008.
In the next twelve months, it is reasonably possible that our unrecognized tax benefits could change due to the resolution of certain tax matters, which could include payments on those tax matters. These resolutions and payments could reduce our unrecognized tax benefits by $0.4 billion.
Intra-Entity Transfers of Assets Other Than Inventory
At the beginning of fiscal 2019, the Company adopted new FASB accounting guidance that requires recognition of the income tax consequences of an intra-entity transfer of an asset (other than inventory) when the transfer occurs instead of when the asset is ultimately sold to an outside party. In the first quarter of fiscal 2019, the Company recorded a $0.2 billion deferred tax asset with an offsetting increase to retained earnings.
Other
In fiscal 2021, 2020 and 2019, the Company recognized income tax benefits of $135 million, $64 million and $41 million, respectively for the excess of equity-based compensation deductions over amounts recorded based on the grant date fair value.
11Pension and Other Benefit Programs
The Company maintains pension and postretirement medical benefit plans covering certain of its employees not covered by union or industry-wide plans. The Company has defined benefit pension plans that cover employees hired prior to January 1, 2012. For employees hired after this date, the Company has a defined contribution plan. Benefits under these pension plans are generally based on years of service and/or compensation and generally require 3 years of vesting service. Employees generally hired after January 1, 1987 for certain of our media businesses and other employees generally hired after January 1, 1994 are not eligible for postretirement medical benefits. In addition, the Company has a defined benefit plan for TFCF employees for which benefits stopped accruing in June 2017.
Defined Benefit Plans
The Company measures the actuarial value of its benefit obligations and plan assets for its defined benefit pension and postretirement medical benefit plans at September 30 and adjusts for any plan contributions or significant events between September 30 and our fiscal year end.
The following chart summarizes the benefit obligations, assets, funded status and balance sheet impacts associated with the defined benefit pension and postretirement medical benefit plans:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Pension Plans | | Postretirement Medical Plans |
| | October 2,
2021 | | October 3,
2020 | | October 2,
2021 | | October 3,
2020 |
| Projected benefit obligations | | | | | | | |
| Beginning obligations | $ | (20,760) | | | $ | (18,531) | | | $ | (2,104) | | | $ | (1,946) | |
| | | | | | | |
| Service cost | (434) | | | (410) | | | (10) | | | (10) | |
| Interest cost | (457) | | | (527) | | | (47) | | | (56) | |
Actuarial gain (loss)(1) | 15 | | | (1,958) | | | (13) | | | (127) | |
| Plan amendments and other | 20 | | | 1 | | | (14) | | | (12) | |
| Benefits paid | 661 | | | 662 | | | 67 | | | 47 | |
| Curtailments | — | | | 3 | | | — | | | — | |
| Ending obligations | $ | (20,955) | | | $ | (20,760) | | | $ | (2,121) | | | $ | (2,104) | |
| Fair value of plans’ assets | | | | | | | |
| Beginning fair value | $ | 15,598 | | | $ | 14,878 | | | $ | 771 | | | $ | 762 | |
| | | | | | | |
| Actual return on plan assets | 2,653 | | | 770 | | | 137 | | | 38 | |
| Contributions | 565 | | | 664 | | | 47 | | | 9 | |
| Benefits paid | (661) | | | (662) | | | (67) | | | (47) | |
| Expenses and other | (79) | | | (52) | | | 1 | | | 9 | |
| Ending fair value | $ | 18,076 | | | $ | 15,598 | | | $ | 889 | | | $ | 771 | |
| | | | | | | |
| Underfunded status of the plans | $ | (2,879) | | | $ | (5,162) | | | $ | (1,232) | | | $ | (1,333) | |
| Amounts recognized in the balance sheet | | | | | | | |
| Non-current assets | $ | 88 | | | $ | 20 | | | $ | — | | | $ | — | |
| Current liabilities | (63) | | | (59) | | | (4) | | | (5) | |
| Non-current liabilities | (2,904) | | | (5,123) | | | (1,228) | | | (1,328) | |
| $ | (2,879) | | | $ | (5,162) | | | $ | (1,232) | | | $ | (1,333) | |
(1)The actuarial loss for 2020 was primarily due to a reduction in the discount rate from the rate that was used in the preceding fiscal year.
The components of net periodic benefit cost are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Pension Plans | | Postretirement Medical Plans |
| | 2021 | | 2020 | | 2019 | | 2021 | | 2020 | | 2019 |
| Service cost | $ | 434 | | | $ | 410 | | | $ | 345 | | | $ | 10 | | | $ | 10 | | | $ | 8 | |
| Other costs (benefits): | | | | | | | | | | | |
| Interest cost | 457 | | | 527 | | | 592 | | | 47 | | | 56 | | | 67 | |
| Expected return on plan assets | (1,100) | | | (1,084) | | | (978) | | | (55) | | | (57) | | | (56) | |
| Amortization of prior-year service costs | 11 | | | 13 | | | 13 | | | — | | | — | | | — | |
| Recognized net actuarial loss | 777 | | | 544 | | | 260 | | | 30 | | | 14 | | | — | |
| Total other costs (benefits) | 145 | | | — | | | (113) | | | 22 | | | 13 | | | 11 | |
| Net periodic benefit cost | $ | 579 | | | $ | 410 | | | $ | 232 | | | $ | 32 | | | $ | 23 | | | $ | 19 | |
In fiscal 2022, we expect pension and postretirement medical costs to decrease by $260 million to $350 million driven by lower amortization of previously deferred losses.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Key assumptions are as follows: | | | | | | | | | | | |
| | Pension Plans | | Postretirement Medical Plans |
| | 2021 | | 2020 | | 2019 | | 2021 | | 2020 | | 2019 |
| Discount rate used to determine the fiscal year‑end benefit obligation | 2.88 | % | | 2.82 | % | | 3.22 | % | | 2.89 | % | | 2.80 | % | | 3.22 | % |
| Discount rate used to determine the interest cost component of net periodic benefit cost | 2.28 | % | | 2.94 | % | | 4.09 | % | | 2.28 | % | | 2.95 | % | | 4.10 | % |
| Rate of return on plan assets | 7.00 | % | | 7.00 | % | | 7.25 | % | | 7.00 | % | | 7.00 | % | | 7.25 | % |
| Weighted average rate of compensation increase to determine the fiscal year‑end benefit obligation | 3.10 | % | | 3.20 | % | | 3.20 | % | | n/a | | n/a | | n/a |
| Year 1 increase in cost of benefits | n/a | | n/a | | n/a | | 7.00 | % | | 7.00 | % | | 7.00 | % |
| Rate of increase to which the cost of benefits is assumed to decline (the ultimate trend rate) | n/a | | n/a | | n/a | | 4.00 | % | | 4.25 | % | | 4.25 | % |
| Year that the rate reaches the ultimate trend rate | n/a | | n/a | | n/a | | 2040 | | 2034 | | 2033 |
AOCI, before tax, as of October 2, 2021 consists of the following amounts that have not yet been recognized in net periodic benefit cost:
| | | | | | | | | | | | | | | | | |
| Pension Plans | | Postretirement
Medical Plans | | Total |
| Prior service cost | $ | 18 | | | $ | — | | | $ | 18 | |
| Net actuarial loss | 6,628 | | | 333 | | | 6,961 | |
| Total amounts included in AOCI | 6,646 | | | 333 | | | 6,979 | |
| Prepaid (accrued) pension cost | (3,767) | | | 899 | | | (2,868) | |
| Net balance sheet liability | $ | 2,879 | | | $ | 1,232 | | | $ | 4,111 | |
Plan Funded Status
The projected benefit obligation, accumulated benefit obligation and aggregate fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets were $9.0 billion, $8.5 billion and $6.9 billion, respectively, as of October 2, 2021 and $19.5 billion, $18.1 billion and $14.4 billion, respectively, as of October 3, 2020.
For pension plans with projected benefit obligations in excess of plan assets, the projected benefit obligation and aggregate fair value of plan assets were $19.9 billion and $16.9 billion, respectively, as of October 2, 2021 and $19.8 billion and $14.6 billion respectively, as of October 3, 2020.
The Company’s total accumulated pension benefit obligations at October 2, 2021 and October 3, 2020 were $19.4 billion and $19.1 billion, respectively. Approximately 98% was vested as of both October 2, 2021 and October 3, 2020.
The accumulated postretirement medical benefit obligations and fair value of plan assets for postretirement medical plans with accumulated postretirement medical benefit obligations in excess of plan assets were $2.1 billion and $0.9 billion, respectively, at October 2, 2021 and $2.1 billion and $0.8 billion, respectively, at October 3, 2020.
Plan Assets
A significant portion of the assets of the Company’s defined benefit plans are managed in a third-party master trust. The investment policy and allocation of the assets in the master trust were approved by the Company’s Investment and Administrative Committee, which has oversight responsibility for the Company’s retirement plans. The investment policy ranges for the major asset classes are as follows:
| | | | | | | | | | | | | | |
| Asset Class | | Minimum | | Maximum |
| | | | |
| Equity investments | | 30% | | 60% |
| Fixed income investments | | 20% | | 40% |
| Alternative investments | | 10% | | 30% |
| Cash & money market funds | | —% | | 10% |
The primary investment objective for the assets within the master trust is the prudent and cost effective management of assets to satisfy benefit obligations to plan participants. Financial risks are managed through diversification of plan assets, selection of investment managers and through the investment guidelines incorporated in investment management agreements. Investments are monitored to assess whether returns are commensurate with risks taken.
The long-term asset allocation policy for the master trust was established taking into consideration a variety of factors that include, but are not limited to, the average age of participants, the number of retirees, the duration of liabilities and the expected payout ratio. Liquidity needs of the master trust are generally managed using cash generated by investments or by liquidating securities.
Assets are generally managed by external investment managers pursuant to investment management agreements that establish permitted securities and risk controls commensurate with the account’s investment strategy. Some agreements permit the use of derivative securities (futures, options, interest rate swaps, credit default swaps) that enable investment managers to enhance returns and manage exposures within their accounts.
Fair Value Measurements of Plan Assets
Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants and is generally classified in one of the following categories of the fair value hierarchy:
Level 1 – Quoted prices for identical instruments in active markets
Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets
Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable
Investments that are valued using the net asset value (NAV) (or its equivalent) practical expedient are excluded from the fair value hierarchy disclosure.
The following is a description of the valuation methodologies used for assets reported at fair value. The methodologies used at October 2, 2021 and October 3, 2020 are the same.
Level 1 investments are valued based on reported market prices on the last trading day of the fiscal year. Investments in common and preferred stocks and mutual funds are valued based on the securities’ exchange-listed price or a broker’s quote in an active market. Investments in U.S. Treasury securities are valued based on a broker’s quote in an active market.
Level 2 investments in government and federal agency bonds and notes (excluding U.S. Treasury securities), corporate bonds, mortgage-backed securities (MBS) and asset-backed securities are valued using a broker’s quote in a non-active market or an evaluated price based on a compilation of reported market information, such as benchmark yield curves, credit spreads and estimated default rates. Derivative financial instruments are valued based on models that incorporate observable inputs for the underlying securities, such as interest rates or foreign currency exchange rates.
The Company’s defined benefit plan assets are summarized by level in the following tables:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of October 2, 2021 |
| Description | | Level 1 | | Level 2 | | Total | | Plan Asset Mix |
| | | | | | | | |
| Cash | | $ | 77 | | | $ | — | | | $ | 77 | | | —% |
Common and preferred stocks(1) | | 4,407 | | | — | | | 4,407 | | | 23% |
| Mutual funds | | 1,326 | | | — | | | 1,326 | | | 7% |
| Government and federal agency bonds, notes and MBS | | 2,437 | | | 349 | | | 2,786 | | | 15% |
| Corporate bonds | | — | | | 1,098 | | | 1,098 | | | 6% |
| Other mortgage- and asset-backed securities | | — | | | 96 | | | 96 | | | 1% |
| Derivatives and other, net | | 8 | | | 21 | | | 29 | | | —% |
| Total investments in the fair value hierarchy | | $ | 8,255 | | | $ | 1,564 | | | $ | 9,819 | | | |
| | | | | | | | |
| Assets valued at NAV as a practical expedient: | | | | | | | | |
| Common collective funds | | | | | | 4,550 | | | 24% |
| Alternative investments | | | | | | 4,342 | | | 23% |
| Money market funds and other | | | | | | 254 | | | 1% |
| Total investments at fair value | | | | | | $ | 18,965 | | | 100% |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of October 3, 2020 |
| Description | | Level 1 | | Level 2 | | Total | | Plan Asset Mix |
| | | | | | | | |
| Cash | | $ | 207 | | | $ | — | | | $ | 207 | | | 1% |
Common and preferred stocks(1) | | 3,308 | | | — | | | 3,308 | | | 20% |
| Mutual funds | | 1,154 | | | — | | | 1,154 | | | 7% |
| Government and federal agency bonds, notes and MBS | | 2,326 | | | 354 | | | 2,680 | | | 16% |
| Corporate bonds | | — | | | 935 | | | 935 | | | 6% |
| Other mortgage- and asset-backed securities | | — | | | 106 | | | 106 | | | 1% |
| Derivatives and other, net | | (2) | | | 7 | | | 5 | | | —% |
| Total investments in the fair value hierarchy | | $ | 6,993 | | | $ | 1,402 | | | $ | 8,395 | | | |
| | | | | | | | |
| Assets valued at NAV as a practical expedient: | | | | | | | | |
| Common collective funds | | | | | | 3,993 | | | 24% |
| Alternative investments | | | | | | 3,375 | | | 21% |
| Money market funds and other | | | | | | 606 | | | 4% |
| Total investments at fair value | | | | | | $ | 16,369 | | | 100% |
(1)Includes 2.9 million shares of Company common stock valued at $489 million (3% of total plan assets) and 2.9 million shares valued at $355 million (2% of total plan assets) at October 2, 2021 and October 3, 2020, respectively.
Uncalled Capital Commitments
Alternative investments held by the master trust include interests in funds that have rights to make capital calls to the investors. In such cases, the master trust would be contractually obligated to make a cash contribution at the time of the capital call. At October 2, 2021, the total committed capital still uncalled and unpaid was $1.2 billion.
Plan Contributions
During fiscal 2021, the Company made $612 million of contributions to its pension and postretirement medical plans. The Company currently expects to make approximately $100 million to $150 million in pension and postretirement medical plan contributions in fiscal 2022. Final minimum funding requirements for fiscal 2022 will be determined based on a January 1, 2022 funding actuarial valuation, which is expected to be received during the fourth quarter of fiscal 2022.
Estimated Future Benefit Payments
The following table presents estimated future benefit payments for the next ten fiscal years:
| | | | | | | | | | | |
| Pension
Plans | | Postretirement Medical Plans(1) |
| 2022 | $ | 692 | | $ | 61 |
| 2023 | 692 | | 65 |
| 2024 | 728 | | 70 |
| 2025 | 769 | | 74 |
| 2026 | 811 | | 79 |
| 2027 – 2031 | 4,626 | | 459 |
(1)Estimated future benefit payments are net of expected Medicare subsidy receipts of $81 million.
Assumptions
Assumptions, such as discount rates, long-term rate of return on plan assets and the healthcare cost trend rate, have a significant effect on the amounts reported for net periodic benefit cost as well as the related benefit obligations.
Discount Rate — The assumed discount rate for pension and postretirement medical plans reflects the market rates for high-quality corporate bonds currently available. The Company’s discount rate was determined by considering yield curves constructed of a large population of high-quality corporate bonds and reflects the matching of the plans’ liability cash flows to the yield curves. The Company measures service and interest costs by applying the specific spot rates along that yield curve to the plans’ liability cash flows.
Long-term rate of return on plan assets — The long-term rate of return on plan assets represents an estimate of long-term returns on an investment portfolio consisting of a mixture of equities, fixed income and alternative investments. When determining the long-term rate of return on plan assets, the Company considers long-term rates of return on the asset classes (both historical and forecasted) in which the Company expects the pension funds to be invested. The following long-term rates of return by asset class were considered in setting the long-term rate of return on plan assets assumption:
| | | | | | | | | | | |
| Equity Securities | 6 | % | to | 10 | % |
| Debt Securities | 2 | % | to | 4 | % |
| Alternative Investments | 6 | % | to | 11 | % |
Healthcare cost trend rate — The Company reviews external data and its own historical trends for healthcare costs to determine the healthcare cost trend rates for the postretirement medical benefit plans. The 2021 actuarial valuation assumed a 7.00% annual rate of increase in the per capita cost of covered healthcare claims with the rate decreasing in even increments over nineteen years until reaching 4.00%.
Sensitivity — A one percentage point change in the discount rate and expected long-term rate of return on plan assets would have the following effects on the projected benefit obligations for pension and postretirement medical plans as of October 2, 2021 and on cost for fiscal 2022:
| | | | | | | | | | | | | | | | | |
| | Discount Rate | | Expected Long-Term
Rate of Return On Assets |
| Increase (decrease) | Benefit
Expense | | Projected Benefit Obligations | | Benefit
Expense |
| 1 percentage point decrease | $ | 341 | | | $ | 4,011 | | | $ | 175 | |
| 1 percentage point increase | (292) | | | (3,402) | | | (175) | |
Multiemployer Benefit Plans
The Company participates in a number of multiemployer pension plans under union and industry-wide collective bargaining agreements that cover our union-represented employees and expenses its contributions to these plans as incurred. These plans generally provide for retirement, death and/or termination benefits for eligible employees within the applicable collective bargaining units, based on specific eligibility/participation requirements, vesting periods and benefit formulas. The risks of participating in these multiemployer plans are different from single-employer plans. For example:
•Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
•If a participating employer stops contributing to the multiemployer plan, the unfunded obligations of the plan may become the obligation of the remaining participating employers.
•If a participating employer chooses to stop participating in these multiemployer plans, the employer may be required to pay those plans an amount based on the underfunded status of the plan.
The Company also participates in several multiemployer health and welfare plans that cover both active and retired employees. Health care benefits are provided to participants who meet certain eligibility requirements under the applicable collective bargaining unit.
The following table sets forth our contributions to multiemployer pension and health and welfare benefit plans:
| | | | | | | | | | | | | | | | | |
| 2021 | | 2020 | | 2019 |
| Pension plans | $ | 289 | | $ | 221 | | $ | 189 |
| Health & welfare plans | 272 | | 217 | | 218 |
| Total contributions | $ | 561 | | $ | 438 | | $ | 407 |
Defined Contribution Plans
The Company has defined contribution retirement plans for domestic employees who began service after December 31, 2011 and are not eligible to participate in the defined benefit pension plans. In general, the Company contributes from 4% to 10% of an employee’s compensation depending on the employee’s age and years of service with the Company up to plan limits. The Company has savings and investment plans that allow eligible employees to contribute up to 50% of their salary through payroll deductions depending on the plan in which the employee participates. The Company matches 50% of the employee’s contribution up to plan limits. The Company also has defined contribution retirement plans for employees in our international operations. In fiscal 2021, 2020 and 2019, the costs of our domestic and international defined contribution plans were $254 million, $242 million and $233 million, respectively.
12Equity
The Company paid the following dividends in fiscal 2020 and 2019:
| | | | | | | | | | | | | | | | | | | | |
Per Share | | Total Paid | | Payment Timing | | Related to Fiscal Period |
$0.88 | | $1.6 billion | | Second Quarter of Fiscal 2020 | | Second Half 2019 |
$0.88 | | $1.6 billion | | Fourth Quarter of Fiscal 2019 | | First Half 2019 |
$0.88 | | $1.3 billion | | Second Quarter of Fiscal 2019 | | Second Half 2018 |
The Company did not pay a dividend with respect to fiscal year 2020 operations and has not declared or paid a dividend with respect to fiscal 2021 operations.
As a result of the acquisition of TFCF, TWDC became the parent entity of both TFCF and TWDC Enterprises 18 Corp. (formerly known as The Walt Disney Company and referred to herein as Legacy Disney). TWDC issued 307 million shares of common stock to acquire TFCF (see Note 4), and all the outstanding shares of Legacy Disney (other than shares of Legacy Disney held in treasury that were not held on behalf of a third party) were converted on a one-for-one basis into new publicly traded shares of TWDC.
In March 2019, Legacy Disney terminated its share repurchase program, and 1.4 billion treasury shares were canceled, which resulted in a decrease to common stock and retained earnings of $17.6 billion and $49.1 billion, respectively. The cost of treasury shares canceled was allocated to common stock based on the ratio of treasury shares to total shares outstanding, with the excess allocated to retained earnings. At October 2, 2021, TWDC held 19 million treasury shares.
TWDC’s authorized share capital consists of 4.6 billion common shares at $0.01 par value and 100 million preferred shares at $0.01 par value, both of which represent the same authorized capital structure in effect prior to the completion of the TFCF acquisition and as of September 29, 2018. As of September 29, 2018, Legacy Disney had 40 thousand preferred series B shares authorized with $0.01 par value, which were eliminated in fiscal 2019.
The following table summarizes the changes in each component of accumulated other comprehensive income (loss) (AOCI) including our proportional share of equity method investee amounts:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Market Value
Adjustments
for Hedges | | Unrecognized
Pension and
Postretirement
Medical
Expense | | Foreign
Currency
Translation
and Other | | AOCI |
| |
| |
| AOCI, before tax | | | | | | | |
| Balance at September 29, 2018 | $ | 201 | | | $ | (4,323) | | | $ | (727) | | | $ | (4,849) | |
| Unrealized gains (losses) arising during the period | 136 | | | (3,457) | | | (359) | | | (3,680) | |
| Reclassifications of net (gains) losses to net income | (185) | | | 278 | | | — | | | 93 | |
| Reclassifications to retained earnings | (23) | | | — | | | — | | | (23) | |
| Balance at September 28, 2019 | $ | 129 | | | $ | (7,502) | | | $ | (1,086) | | | $ | (8,459) | |
| Unrealized gains (losses) arising during the period | (57) | | | (2,468) | | | (2) | | | (2,527) | |
| Reclassifications of net (gains) losses to net income | (263) | | | 547 | | | — | | | 284 | |
| Balance at October 3, 2020 | $ | (191) | | | $ | (9,423) | | | $ | (1,088) | | | $ | (10,702) | |
| Unrealized gains (losses) arising during the period | 70 | | | 1,582 | | | 41 | | | 1,693 | |
| Reclassifications of net (gains) losses to net income | (31) | | | 816 | | | — | | | 785 | |
| Balance at October 2, 2021 | $ | (152) | | | $ | (7,025) | | | $ | (1,047) | | | $ | (8,224) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | Market Value
Adjustments
for Hedges | | Unrecognized
Pension and
Postretirement
Medical
Expense | | Foreign
Currency
Translation
and Other | | AOCI |
| |
| |
| Tax on AOCI | | | | | | | |
| Balance at September 29, 2018 | $ | (41) | | | $ | 1,690 | | | $ | 103 | | | $ | 1,752 | |
| Unrealized gains (losses) arising during the period | (31) | | | 797 | | | 28 | | | 794 | |
| Reclassifications of net (gains) losses to net income | 43 | | | (64) | | | — | | | (21) | |
Reclassifications to retained earnings(1) | — | | | (667) | | | (16) | | | (683) | |
| Balance at September 28, 2019 | $ | (29) | | | $ | 1,756 | | | $ | 115 | | | $ | 1,842 | |
| Unrealized gains (losses) arising during the period | 8 | | | 572 | | | 24 | | | 604 | |
| Reclassifications of net (gains) losses to net income | 61 | | | (127) | | | — | | | (66) | |
| Balance at October 3, 2020 | $ | 40 | | | $ | 2,201 | | | $ | 139 | | | $ | 2,380 | |
| Unrealized gains (losses) arising during the period | (8) | | | (358) | | | (50) | | | (416) | |
| Reclassifications of net (gains) losses to net income | 10 | | | (190) | | | — | | | (180) | |
| Balance at October 2, 2021 | $ | 42 | | | $ | 1,653 | | | $ | 89 | | | $ | 1,784 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | Market Value
Adjustments
for Hedges | | Unrecognized
Pension and
Postretirement
Medical
Expense | | Foreign
Currency
Translation
and Other | | AOCI |
| |
| |
| AOCI, after tax | | | | | | | |
| Balance at September 29, 2018 | $ | 160 | | | $ | (2,633) | | | $ | (624) | | | $ | (3,097) | |
| Unrealized gains (losses) arising during the period | 105 | | | (2,660) | | | (331) | | | (2,886) | |
| Reclassifications of net (gains) losses to net income | (142) | | | 214 | | | — | | | 72 | |
Reclassifications to retained earnings(1) | (23) | | | (667) | | | (16) | | | (706) | |
| Balance at September 28, 2019 | $ | 100 | | | $ | (5,746) | | | $ | (971) | | | $ | (6,617) | |
| Unrealized gains (losses) arising during the period | (49) | | | (1,896) | | | 22 | | | (1,923) | |
| Reclassifications of net (gains) losses to net income | (202) | | | 420 | | | — | | | 218 | |
| Balance at October 3, 2020 | $ | (151) | | | $ | (7,222) | | | $ | (949) | | | $ | (8,322) | |
| Unrealized gains (losses) arising during the period | 62 | | | 1,224 | | | (9) | | | 1,277 | |
| Reclassifications of net (gains) losses to net income | (21) | | | 626 | | | — | | | 605 | |
| Balance at October 2, 2021 | $ | (110) | | | $ | (5,372) | | | $ | (958) | | | $ | (6,440) | |
(1)At the beginning of fiscal 2019, the Company adopted new FASB accounting guidance, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, and reclassified $691 million from AOCI to retained earnings. In addition, at the beginning of fiscal 2019, the Company adopted new FASB accounting guidance, Recognition and Measurement of Financial Assets and Liabilities, and reclassified $24 million ($15 million after tax) of market value adjustments on investments previously recorded in AOCI to retained earnings.
Details about AOCI components reclassified to net income are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Gains (losses) in net income: | | Affected line item in the Consolidated Statements of Operations: | | 2021 | | 2020 | | 2019 |
| Market value adjustments, primarily cash flow hedges | | Primarily revenue | | $ | 31 | | | $ | 263 | | | $ | 185 | |
| Estimated tax | | Income taxes | | (10) | | | (61) | | | (43) | |
| | | | 21 | | | 202 | | | 142 | |
| | | | | | | | |
| | | | | | | | |
| Pension and postretirement medical expense | | Interest expense, net | | (816) | | | (547) | | | (278) | |
| Estimated tax | | Income taxes | | 190 | | | 127 | | | 64 | |
| | | | (626) | | | (420) | | | (214) | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Total reclassifications for the period | | | | $ | (605) | | | $ | (218) | | | $ | (72) | |
13Equity-Based Compensation
Under various plans, the Company may grant stock options and other equity-based awards to executive, management and creative personnel. The Company’s approach to long-term incentive compensation contemplates awards of stock options and restricted stock units (RSUs). Certain RSUs awarded to senior executives vest based upon the achievement of market or performance conditions (Performance RSUs).
Stock options are generally granted at exercise prices equal to or exceeding the stock’s market price at the date of grant and become exercisable ratably over a three-year period from the grant date (exercisable ratably over four-year period from the grant date prior to fiscal 2021). The contractual terms for our outstanding stock option grants are 10 years. At the discretion of the Compensation Committee of the Company’s Board of Directors, options can occasionally extend up to 15 years after date of grant. RSUs generally vest ratably over three years (four years for grants prior to fiscal 2021) and Performance RSUs generally fully vest after three years, subject to achieving market or performance conditions. Equity-based award grants generally provide continued vesting, in the event of termination, for employees that reach age 60 or greater, have at least ten years of service and have held the award for at least one year.
Each share granted subject to a stock option award reduces the number of shares available under the Company’s stock incentive plans by one share while each share granted subject to a RSU award reduces the number of shares available by two shares. As of October 2, 2021, the maximum number of shares available for issuance under the Company’s stock incentive plans (assuming all the awards are in the form of stock options) was approximately 148 million shares and the number available for issuance assuming all awards are in the form of RSUs was approximately 71 million shares. The Company satisfies stock option exercises and vesting of RSUs with newly issued shares. Stock options and RSUs are generally forfeited by employees who terminate prior to vesting.
Each year, generally during the first half of the year, the Company awards stock options and restricted stock units to a broad-based group of management, technology and creative personnel. The fair value of options is estimated based on the binomial valuation model. The binomial valuation model takes into account variables such as volatility, dividend yield and the risk-free interest rate. The binomial valuation model also considers the expected exercise multiple (the multiple of exercise price to grant price at which exercises are expected to occur on average) and the termination rate (the probability of a vested option being canceled due to the termination of the option holder) in computing the value of the option.
The weighted average assumptions used in the option-valuation model were as follows:
| | | | | | | | | | | | | | | | | |
| 2021 | | 2020 | | 2019 |
| Risk-free interest rate | 1.2% | | 1.8% | | 2.8% |
| Expected volatility | 30% | | 23% | | 23% |
| Dividend yield | 0.03% | | 1.36% | | 1.61% |
| Termination rate | 5.8% | | 5.8% | | 4.8% |
| Exercise multiple | 1.83 | | 1.83 | | 1.75 |
Although the initial fair value of stock options is not adjusted after the grant date, changes in the Company’s assumptions may change the value of, and therefore the expense related to, future stock option grants. The assumptions that cause the greatest variation in fair value in the binomial valuation model are the expected volatility and expected exercise multiple. Increases or decreases in either the expected volatility or expected exercise multiple will cause the binomial option value to increase or decrease, respectively. The volatility assumption considers both historical and implied volatility and may be impacted by the Company’s performance as well as changes in economic and market conditions.
Compensation expense for RSUs and stock options is recognized ratably over the service period of the award. Compensation expense for RSUs is based on the market price of the shares underlying the awards on the grant date. Compensation expense for Performance RSUs reflects the estimated probability that the market or performance conditions will be met.
Compensation expense related to stock options and RSUs is as follows:
| | | | | | | | | | | | | | | | | |
| 2021 | | 2020 | | 2019 |
| Stock option | $ | 95 | | | $ | 101 | | | $ | 84 | |
RSUs(1) | 505 | | | 424 | | | 627 | |
Total equity-based compensation expense(2) | 600 | | | 525 | | | 711 | |
| Tax impact | (136) | | | (118) | | | (161) | |
| Reduction in net income | $ | 464 | | | $ | 407 | | | $ | 550 | |
| Equity-based compensation expense capitalized during the period | $ | 112 | | | $ | 87 | | | $ | 81 | |
| | | | | |
(1)Fiscal 2019 includes a $164 million charge for acceleration of TFCF performance RSUs converted to Company RSUs in connection with the TFCF acquisition (see Note 4).
(2)Equity-based compensation expense is net of capitalized equity-based compensation and estimated forfeitures and excludes amortization of previously capitalized equity-based compensation costs.
The following table summarizes information about stock option transactions in fiscal 2021 (shares in millions):
| | | | | | | | | | | |
| |
| | Shares | | Weighted
Average
Exercise Price |
| Outstanding at beginning of year | 23 | | $ | 101.41 |
| Awards forfeited | (1) | | 141.97 |
| Awards granted | 2 | | 177.27 |
| Awards exercised | (6) | | 79.21 |
| | | |
| Outstanding at end of year | 18 | | $ | 113.99 |
| Exercisable at end of year | 12 | | $ | 98.04 |
The following tables summarize information about stock options vested and expected to vest at October 2, 2021 (shares in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Vested |
| | Range of Exercise Prices | | | Number of
Options | | Weighted Average
Exercise Price | | Weighted Average
Remaining Years of
Contractual Life |
| | $ | 0 | | — | $ | 50 | | | | 1 | | $ | 43.76 | | 0.6 |
| | $ | 51 | | — | $ | 100 | | | | 4 | | 76.09 | | 2.4 |
| | $ | 101 | | — | $ | 150 | | | | 7 | | 113.70 | | 5.9 |
| | | | | | | | | | | |
| | | | | | | 12 | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Expected to Vest |
| | Range of Exercise Prices | | | Number of Options(1) | | Weighted Average
Exercise Price | | Weighted Average
Remaining Years of
Contractual Life |
| | $ | 100 | | — | $ | 135 | | | | 2 | | $ | 111.16 | | 7.0 |
| | $ | 136 | | — | $ | 170 | | | | 2 | | 148.02 | | 8.2 |
| | $ | 171 | | — | $ | 200 | | | | 2 | | 177.74 | | 9.4 |
| | | | | | | | | | | |
| | | | | | | 6 | | | | |
(1)Number of options expected to vest is total unvested options less estimated forfeitures.
The following table summarizes information about RSU transactions in fiscal 2021 (shares in millions):
| | | | | | | | | | | |
| |
| | Units(3) | | Weighted Average
Grant-Date Fair Value |
| Unvested at beginning of year | 12 | | $ | 128.56 |
Granted(1) | 6 | | 179.44 |
| Vested | (4) | | 122.72 |
| Forfeited | (1) | | 151.54 |
| | | |
Unvested at end of year(2) | 13 | | $ | 151.61 |
(1)Includes 0.2 million Performance RSUs.
(2)Includes 1.5 million Performance RSUs.
(3)Excludes Performance RSUs for which vesting is subject to service conditions and the number of units vesting is subject to the discretion of the CEO. At October 2, 2021, the maximum number of these Performance RSUs that could be issued upon vesting is 0.1 million.
The weighted average grant-date fair values of options granted during fiscal 2021, 2020 and 2019 were $57.05, $36.19 and $28.76, respectively. The total intrinsic value (market value on date of exercise less exercise price) of options exercised and RSUs vested during fiscal 2021, 2020 and 2019 totaled $1,175 million, $989 million and $646 million, respectively. The aggregate intrinsic values of stock options vested and expected to vest at October 2, 2021 were $885 million and $217 million, respectively.
As of October 2, 2021, unrecognized compensation cost related to unvested stock options and RSUs was $114 million and $1,202 million, respectively. That cost is expected to be recognized over a weighted-average period of 1.4 years for stock options and 1.6 years for RSUs.
Cash received from option exercises for fiscal 2021, 2020 and 2019 was $435 million, $305 million and $318 million, respectively. Tax benefits realized from tax deductions associated with option exercises and RSUs vesting for fiscal 2021, 2020 and 2019 was approximately $256 million, $220 million and $145 million, respectively.
14Detail of Certain Balance Sheet Accounts
| | | | | | | | | | | | | | |
| Current receivables | | October 2,
2021 | | October 3,
2020 |
| | | |
| Accounts receivable | | $ | 11,177 | | | $ | 11,299 | |
| Other | | 2,360 | | | 1,835 | |
| Allowance for credit losses | | (170) | | | (426) | |
| | $ | 13,367 | | | $ | 12,708 | |
| | | | | | | | | | | | | | |
| Parks, resorts and other property | | | | |
| Attractions, buildings and improvements | | $ | 32,765 | | | $ | 31,279 | |
| Furniture, fixtures and equipment | | 24,008 | | | 22,976 | |
| Land improvements | | 7,061 | | | 6,828 | |
| Leasehold improvements | | 1,058 | | | 1,028 | |
| | 64,892 | | | 62,111 | |
| Accumulated depreciation | | (37,920) | | | (35,517) | |
| Projects in progress | | 4,521 | | | 4,449 | |
| Land | | 1,131 | | | 1,035 | |
| | $ | 32,624 | | | $ | 32,078 | |
| | | | | | | | | | | | | | |
| Intangible assets | | | | |
| Character/franchise intangibles, copyrights and trademarks | | $ | 10,572 | | | $ | 10,572 | |
| MVPD agreements | | 8,089 | | | 8,098 | |
| Other amortizable intangible assets | | 4,303 | | | 4,309 | |
| Accumulated amortization | | (7,641) | | | (5,598) | |
| Net amortizable intangible assets | | 15,323 | | | 17,381 | |
| | | | |
| | | | |
Indefinite lived intangible assets(1) | | 1,792 | | | 1,792 | |
| | $ | 17,115 | | | $ | 19,173 | |
(1)Indefinite lived intangible assets consist of ESPN, Pixar and Marvel trademarks and television FCC licenses.
| | | | | | | | | | | | | | |
| Accounts payable and other accrued liabilities | | | | |
| Accounts and accrued payables | | $ | 16,357 | | | $ | 13,183 | |
| Payroll and employee benefits | | 3,482 | | | 2,925 | |
| Other | | 1,055 | | | 693 | |
| | $ | 20,894 | | | $ | 16,801 | |
| | | | | | | | | | | | | | |
| Other long-term liabilities | | | | |
| Pension and postretirement medical plan liabilities | | $ | 4,132 | | | $ | 6,451 | |
| Operating and financing lease liabilities | | 3,229 | | | 2,911 | |
| Other | | 7,161 | | | 7,842 | |
| | $ | 14,522 | | | $ | 17,204 | |
15Commitments and Contingencies
Commitments
The Company has various contractual commitments for broadcast rights for sports, films and other programming, totaling approximately $77.4 billion, including approximately $2.7 billion for available programming as of October 2, 2021. The Company also has contractual commitments for the construction of three new cruise ships, creative talent and employment agreements and unrecognized tax benefits. Creative talent and employment agreements include obligations to actors, producers, sports, television and radio personalities and executives. Contractual commitments for sports programming rights, other broadcast programming rights and other commitments including cruise ships and creative talent are as follows: | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Year: | Sports Programming | | Broadcast
Programming | | Other | | Total |
| 2022 | $ | 10,305 | | | $ | 3,105 | | | $ | 4,469 | | | $ | 17,879 | |
| 2023 | 9,658 | | | 1,739 | | | 1,624 | | | 13,021 | |
| 2024 | 8,406 | | | 852 | | | 1,735 | | | 10,993 | |
| 2025 | 8,663 | | | 520 | | | 1,384 | | | 10,567 | |
| 2026 | 5,863 | | | 314 | | | 165 | | | 6,342 | |
| Thereafter | 27,501 | | | 428 | | | 3,477 | | | 31,406 | |
| $ | 70,396 | | | $ | 6,958 | | | $ | 12,854 | | | $ | 90,208 | |
Sports programming primarily relates to rights for NFL, college football (including bowl games and the College Football Playoff) and basketball, NBA, NHL, UFC, MLB, soccer, cricket, tennis, golf and Top Rank Boxing. Certain sports programming rights have payments that are variable based primarily on revenues and are not included in the table above.
See Note 16 for discussion of the Company’s operating and financing lease commitments.
Legal Matters
The Company, together with, in some instances, certain of its directors and officers, is a defendant in various legal actions involving copyright, breach of contract and various other claims incident to the conduct of its businesses. Management does not believe that the Company has incurred a probable material loss by reason of any of those actions.
Contractual Guarantees
The Company has guaranteed bond issuances by the Anaheim Public Authority that were used by the City of Anaheim to finance construction of infrastructure and a public parking facility adjacent to the Disneyland Resort. Revenues from sales, occupancy and property taxes from the Disneyland Resort and non-Disney hotels are used by the City of Anaheim to repay the bonds, which mature in 2037. In the event of a debt service shortfall, the Company will be responsible to fund the shortfall. As of October 2, 2021, the remaining debt service obligation guaranteed by the Company was $220 million. To the extent that tax revenues exceed the debt service payments subsequent to the Company funding a shortfall, the Company would be reimbursed for any previously funded shortfalls. To date, tax revenues have exceeded the debt service payments for these bonds.
16Leases
The Company’s operating leases primarily consist of real estate and equipment, including office space for general and administrative purposes, production facilities, land, retail outlets and distribution centers for consumer products and content broadcast equipment. The Company also has finance leases, primarily for land and broadcast equipment.
Some of our leases include renewal and/or termination options. If it is reasonably certain that a renewal or termination option will be exercised, the exercise of the option is considered in calculating the term of the lease. As of October 2, 2021, our operating leases have a weighted-average remaining lease term of approximately 10 years, and our finance leases have a weighted-average remaining lease term of approximately 27 years. The weighted-average incremental borrowing rate is 2.4% and 6.3%, for our operating leases and finance leases, respectively. At October 2, 2021 total estimated future lease payments for signed non-cancelable leases agreements that have not commenced are not material.
The Company’s operating and finance right-of-use assets and lease liabilities are as follows:
| | | | | | | | | | | | | | | | |
| | October 2, 2021 | | October 3, 2020 | | |
Right-of-use assets(1) | | | | | | |
| Operating leases | | $ | 3,895 | | | $ | 3,687 | | | |
| Finance leases | | 336 | | | 361 | | | |
| Total right-of-use assets | | 4,231 | | | 4,048 | | | |
| | | | | | |
Short-term lease liabilities(2) | | | | | | |
| Operating leases | | 637 | | | 747 | | | |
| Finance leases | | 41 | | | 37 | | | |
| | 678 | | | 784 | | | |
Long-term lease liabilities(3) | | | | | | |
| Operating leases | | 2,983 | | | 2,640 | | | |
| Finance leases | | 246 | | | 271 | | | |
| | 3,229 | | | 2,911 | | | |
| Total lease liabilities | | $ | 3,907 | | | $ | 3,695 | | | |
(1)Included in “Other assets” in the Consolidated Balance Sheet.
(2)Included in “Accounts payable and other accrued liabilities” in the Consolidated Balance Sheet.
(3)Included in “Other long-term liabilities” in the Consolidated Balance Sheet.
The components of lease costs are as follows:
| | | | | | | | | | | | | | |
| | October 2, 2021 | | October 3, 2020 |
| Finance lease cost | | | | |
| Amortization of right-of-use assets | | $ | 42 | | | $ | 37 | |
| Interest on lease liabilities | | 20 | | | 16 | |
| Operating lease cost | | 853 | | | 899 | |
Variable fees and other(1) | | 414 | | | 491 | |
| Total lease cost | | $ | 1,329 | | | $ | 1,443 | |
(1)Includes variable lease payments related to our operating and finance leases and costs of Short-term leases, net of sublease income.
Rental expense for operating leases during fiscal 2019, including common-area maintenance and contingent rentals, was $1.1 billion.
Cash paid during the year for amounts included in the measurement of lease liabilities is as follows:
| | | | | | | | | | | | | | |
| | October 2, 2021 | | October 3, 2020 |
| Operating cash flows for operating leases | | $ | 925 | | | $ | 879 | |
| Operating cash flows for finance leases | | 20 | | | 16 | |
| Financing cash flows for finance leases | | 25 | | | 37 | |
| Total | | $ | 970 | | | $ | 932 | |
| | | | |
| | | | |
Future minimum lease payments, as of October 2, 2021, are as follows:
| | | | | | | | | | | | | | |
| | Operating | | Financing |
| Fiscal Year: | | | | |
| 2022 | | $ | 707 | | | $ | 59 | |
| 2023 | | 601 | | | 52 | |
| 2024 | | 467 | | | 42 | |
| 2025 | | 415 | | | 38 | |
| 2026 | | 298 | | | 32 | |
| Thereafter | | 2,057 | | | 443 | |
| Total undiscounted future lease payments | | 4,545 | | | 666 | |
| Less: Imputed interest | | (925) | | | (379) | |
| Total reported lease liability | | $ | 3,620 | | | $ | 287 | |
17Fair Value Measurement
The Company’s assets and liabilities measured at fair value are summarized in the following tables by fair value measurement Level. See Note 11 for definitions of fair value measures and the Levels within the fair value hierarchy. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Fair Value Measurement at October 2, 2021 |
| Description | | Level 1 | | Level 2 | | Level 3 | | Total |
| Assets | | | | | | | | |
| Investments | | $ | 950 | | | $ | — | | | $ | — | | | $ | 950 | |
| Derivatives | | | | | | | | |
| Interest rate | | — | | | 186 | | | — | | | 186 | |
| Foreign exchange | | — | | | 707 | | | — | | | 707 | |
| Other | | — | | | 10 | | | — | | | 10 | |
| Liabilities | | | | | | | | |
| Derivatives | | | | | | | | |
| Interest rate | | — | | | (287) | | | — | | | (287) | |
| Foreign exchange | | — | | | (618) | | | — | | | (618) | |
| Other | | — | | | (8) | | | — | | | (8) | |
| Other | | — | | | (375) | | | — | | | (375) | |
| Total recorded at fair value | | $ | 950 | | | $ | (385) | | | $ | — | | | $ | 565 | |
| Fair value of borrowings | | $ | — | | | $ | 58,913 | | | $ | 1,411 | | | $ | 60,324 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Fair Value Measurement at October 3, 2020 |
| Description | | Level 1 | | Level 2 | | Level 3 | | Total |
| Assets | | | | | | | | |
| Investments | | $ | — | | | $ | 1,057 | | | $ | — | | | $ | 1,057 | |
| Derivatives | | | | | | | | |
| Interest rate | | — | | | 515 | | | — | | | 515 | |
| Foreign exchange | | — | | | 505 | | | — | | | 505 | |
| Other | | — | | | 1 | | | — | | | 1 | |
| Liabilities | | | | | | | | |
| Derivatives | | | | | | | | |
| Interest rate | | — | | | (4) | | | — | | | (4) | |
| Foreign exchange | | — | | | (549) | | | — | | | (549) | |
| Other | | — | | | (22) | | | — | | | (22) | |
| Other | | — | | | (294) | | | — | | | (294) | |
| Total recorded at fair value | | — | | | 1,209 | | | — | | | 1,209 | |
| Fair value of borrowings | | $ | — | | | $ | 63,370 | | | $ | 1,448 | | | $ | 64,818 | |
The fair values of Level 2 investments are based on quoted market prices, adjusted for trading restrictions.
The fair values of Level 2 derivatives are primarily determined by internal discounted cash flow models that use observable inputs such as interest rates, yield curves and foreign currency exchange rates. Counterparty credit risk, which is mitigated by master netting agreements and collateral posting arrangements with certain counterparties, had an impact on derivative fair value estimates that was not material.
Level 2 other liabilities are primarily arrangements that are valued based on the fair value of underlying investments, which are generally measured using Level 1 and Level 2 fair value techniques.
Level 2 borrowings, which include commercial paper, U.S. dollar denominated notes and certain foreign currency denominated borrowings, are valued based on quoted prices for similar instruments in active markets or identical instruments in markets that are not active.
Level 3 borrowings include the Asia Theme Park borrowings, which are valued based on the current borrowing cost and credit risk of the Asia Theme Parks as well as prevailing market interest rates.
The Company’s financial instruments also include cash, cash equivalents, receivables and accounts payable. The carrying values of these financial instruments approximate the fair values.
The Company also has assets that are required to be recorded at fair value on a non-recurring basis. These assets are evaluated when certain triggering events occur (including a decrease in estimated future cash flows) that indicate the asset should be evaluated for impairment. In fiscal 2020, the Company recorded impairment charges for goodwill and intangible assets as disclosed in Note 19. The fair value of these assets was determined using estimated discounted future cash flows, which is a Level 3 valuation technique (see Note 19 for a discussion of the more significant inputs used in our discounted cash flow analysis).
Credit Concentrations
The Company monitors its positions with, and the credit quality of, the financial institutions that are counterparties to its financial instruments on an ongoing basis and does not currently anticipate nonperformance by the counterparties.
The Company does not expect that it would realize a material loss, based on the fair value of its derivative financial instruments as of October 2, 2021, in the event of nonperformance by any single derivative counterparty. The Company generally enters into derivative transactions only with counterparties that have a credit rating of A- or better and requires collateral in the event credit ratings fall below A- or aggregate exposures exceed limits as defined by contract. In addition, the Company limits the amount of investment credit exposure with any one institution.
The Company does not have material cash and cash equivalent balances with financial institutions that have below investment grade credit ratings and maintains short-term liquidity needs in high quality money market funds. At October 2, 2021, the Company did not have balances (excluding money market funds) with individual financial institutions that exceeded 10% of the Company’s total cash and cash equivalents.
The Company’s trade receivables and financial investments do not represent a significant concentration of credit risk at October 2, 2021 due to the wide variety of customers and markets in which the Company’s products are sold, the dispersion of our customers across geographic areas and the diversification of the Company’s portfolio among financial institutions.
18Derivative Instruments
The Company manages its exposure to various risks relating to its ongoing business operations according to a risk management policy. The primary risks managed with derivative instruments are interest rate risk and foreign exchange risk.
The Company’s derivative positions measured at fair value are summarized in the following tables:
| | | | | | | | | | | | | | | | | | | | | | | |
| | As of October 2, 2021 |
| | Current
Assets | | Other
Assets | | Other
Current
Liabilities | | Other Long-
Term
Liabilities |
| Derivatives designated as hedges | | | | | | | |
| Foreign exchange | $ | 165 | | | $ | 240 | | | $ | (122) | | | $ | (83) | |
| Interest rate | — | | | 186 | | | (287) | | | — | |
| Other | 10 | | | — | | | — | | | — | |
| Derivatives not designated as hedges | | | | | | | |
| Foreign exchange | 183 | | | 119 | | | (208) | | | (205) | |
| | | | | | | |
| Other | (8) | | | — | | | — | | | — | |
| Gross fair value of derivatives | 350 | | | 545 | | | (617) | | | (288) | |
| Counterparty netting | (301) | | | (360) | | | 460 | | | 201 | |
| Cash collateral (received) paid | (3) | | | (51) | | | 157 | | | 73 | |
| Net derivative positions | $ | 46 | | | $ | 134 | | | $ | — | | | $ | (14) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | As of October 3, 2020 |
| | Current
Assets | | Other
Assets | | Other
Current
Liabilities | | Other Long-
Term
Liabilities |
| Derivatives designated as hedges | | | | | | | |
| Foreign exchange | $ | 184 | | | $ | 132 | | | $ | (77) | | | $ | (273) | |
| Interest rate | — | | | 515 | | | (4) | | | — | |
| Other | 1 | | | — | | | (15) | | | (4) | |
| Derivatives not designated as hedges | | | | | | | |
| Foreign exchange | 53 | | | 136 | | | (98) | | | (101) | |
| | | | | | | |
| Other | — | | | — | | | (3) | | | — | |
| Gross fair value of derivatives | 238 | | | 783 | | | (197) | | | (378) | |
| Counterparty netting | (143) | | | (378) | | | 184 | | | 338 | |
| Cash collateral (received) paid | (26) | | | (142) | | | — | | | 9 | |
| Net derivative positions | $ | 69 | | | $ | 263 | | | $ | (13) | | | $ | (31) | |
Interest Rate Risk Management
The Company is exposed to the impact of interest rate changes primarily through its borrowing activities. The Company’s objective is to mitigate the impact of interest rate changes on earnings and cash flows and on the market value of its borrowings. In accordance with its policy, the Company targets its fixed-rate debt as a percentage of its net debt between a minimum and maximum percentage. The Company primarily uses pay-floating and pay-fixed interest rate swaps to facilitate its interest rate risk management activities.
The Company designates pay-floating interest rate swaps as fair value hedges of fixed-rate borrowings effectively converting fixed-rate borrowings to variable-rate borrowings indexed to LIBOR. As of October 2, 2021 and October 3, 2020, the total notional amount of the Company’s pay-floating interest rate swaps was $15.1 billion and $15.8 billion, respectively.
The following table summarizes fair value hedge adjustments to hedged borrowings:
| | | | | | | | | | | | | | | | | | | | | | | |
| Carrying Amount of Hedged Borrowings | | Fair Value Adjustments Included in Hedged Borrowings |
| October 2, 2021 | | October 3, 2020 | | October 2, 2021 | | October 3, 2020 |
| Borrowings: | | | | | | | |
| Current | $ | 505 | | | $ | 753 | | | $ | 5 | | | $ | 4 | |
| Long-term | 15,136 | | | 16,229 | | | (103) | | | 505 | |
| $ | 15,641 | | | $ | 16,982 | | | $ | (98) | | | $ | 509 | |
The following amounts are included in “Interest expense, net” in the Consolidated Statements of Operations:
| | | | | | | | | | | | | | | | | |
| | 2021 | | 2020 | | 2019 |
| Gain (loss) on: | | | | | |
| Pay-floating swaps | $ | (603) | | | $ | 479 | | | $ | 337 | |
| Borrowings hedged with pay-floating swaps | 603 | | | (479) | | | (337) | |
| Benefit (expense) associated with interest accruals on pay-floating swaps | 143 | | | 28 | | | (58) | |
The Company may designate pay-fixed interest rate swaps as cash flow hedges of interest payments on floating-rate borrowings. Pay-fixed interest rate swaps effectively convert floating-rate borrowings to fixed-rate borrowings. The unrealized gains or losses from these cash flow hedges are deferred in AOCI and recognized in interest expense as the interest payments occur. The Company did not have pay-fixed interest rate swaps that were designated as cash flow hedges of interest payments at October 2, 2021 or at October 3, 2020, and gains and losses related to pay-fixed swaps recognized in earnings for fiscal 2021, 2020 and 2019 were not material.
Foreign Exchange Risk Management
The Company transacts business globally and is subject to risks associated with changing foreign currency exchange rates. The Company’s objective is to reduce earnings and cash flow fluctuations associated with foreign currency exchange rate changes, enabling management to focus on core business issues and challenges.
The Company enters into option and forward contracts that change in value as foreign currency exchange rates change to protect the value of its existing foreign currency assets, liabilities, firm commitments and forecasted but not firmly committed foreign currency transactions. In accordance with policy, the Company hedges its forecasted foreign currency transactions for periods generally not to exceed four years within an established minimum and maximum range of annual exposure. The gains and losses on these contracts offset changes in the U.S. dollar equivalent value of the related forecasted transaction, asset, liability or firm commitment. The principal currencies hedged are the euro, Japanese yen, British pound, Chinese yuan and Canadian dollar. Cross-currency swaps are used to effectively convert foreign currency denominated borrowings into U.S. dollar denominated borrowings.
The Company designates foreign exchange forward and option contracts as cash flow hedges of firmly committed and forecasted foreign currency transactions. As of October 2, 2021 and October 3, 2020, the notional amounts of the Company’s net foreign exchange cash flow hedges were $6.9 billion and $4.6 billion, respectively. Mark-to-market gains and losses on these contracts are deferred in AOCI and are recognized in earnings when the hedged transactions occur, offsetting changes in the value of the foreign currency transactions. Net deferred gains recorded in AOCI for contracts that will mature in the next twelve months total $68 million. The following table summarizes the effect of foreign exchange cash flow hedges on AOCI:
| | | | | | | | | | | |
| 2021 | | 2020 |
| Gain (loss) recognized in Other Comprehensive Income | $ | 61 | | | $ | (63) | |
Gain (loss) reclassified from AOCI into the Statement of Operations(1) | 24 | | | 269 | |
(1)Primarily recorded in revenue.
The Company designates cross currency swaps as fair value hedges of foreign currency denominated borrowings. The impact of the designated exposure is recorded to “Interest expense, net” to offset the foreign currency impact of the foreign currency denominated borrowing. The non-hedged exposure is recorded to AOCI and is amortized over the life of the cross currency swap. As of October 2, 2021 and October 3, 2020, the total notional amounts of the Company’s designated cross currency swaps were Canadian $1.3 billion ($1.0 billion) and Canadian $1.3 billion ($1.0 billion), respectively.
The following amounts are included in “Interest expense, net” in the Consolidated Statements of Operations:
| | | | | | | | | | | |
| October 2,
2021 | | October 3,
2020 |
| Gain (loss) on: | | | |
| Cross currency swaps | $ | 47 | | $ | 53 |
| Borrowings hedged with cross currency swaps | (47) | | (53) |
Foreign exchange risk management contracts with respect to foreign currency denominated assets and liabilities are not designated as hedges and do not qualify for hedge accounting. The notional amounts of these foreign exchange contracts at both October 2, 2021 and October 3, 2020 was $3.5 billion. The following table summarizes the net foreign exchange gains or losses recognized on foreign currency denominated assets and liabilities and the net foreign exchange gains or losses on the foreign exchange contracts we entered into to mitigate our exposure with respect to foreign currency denominated assets and liabilities by the corresponding line item in which they are recorded in the Consolidated Statements of Operations:
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| Costs and Expenses | | Interest expense, net | | Income Tax Expense |
| 2021 | | 2020 | | 2019 | | 2021 | | 2020 | | 2019 | | 2021 | | 2020 | | 2019 |
| Net gains (losses) on foreign currency denominated assets and liabilities | $ | (30) | | | $ | 10 | | | $ | (188) | | | $ | (47) | | | $ | 1 | | | $ | 16 | | | $ | (7) | | | $ | (35) | | | $ | 50 | |
| Net gains (losses) on foreign exchange risk management contracts not designated as hedges | (83) | | | (56) | | | 123 | | | 47 | | | — | | | (19) | | | 2 | | | 33 | | | (51) | |
| Net gains (losses) | $ | (113) | | | $ | (46) | | | $ | (65) | | | $ | — | | | $ | 1 | | | $ | (3) | | | $ | (5) | | | $ | (2) | | | $ | (1) | |
Commodity Price Risk Management
The Company is subject to the volatility of commodities prices, and the Company designates certain commodity forward contracts as cash flow hedges of forecasted commodity purchases. Mark-to-market gains and losses on these contracts are deferred in AOCI and are recognized in earnings when the hedged transactions occur, offsetting changes in the value of commodity purchases. The notional amount of these commodities contracts at October 2, 2021 and October 3, 2020 and related gains or losses recognized in earnings were not material for fiscal 2021, 2020 and 2019.
Risk Management – Other Derivatives Not Designated as Hedges
The Company enters into certain other risk management contracts that are not designated as hedges and do not qualify for hedge accounting. These contracts, which include certain swap contracts, are intended to offset economic exposures of the Company and are carried at market value with any changes in value recorded in earnings. The notional amount of these contracts at October 2, 2021 and October 3, 2020 were $0.4 billion and $0.3 billion, respectively. The related gains or losses recognized in earnings were not material for fiscal 2021, 2020 and 2019.
Contingent Features and Cash Collateral
The Company has master netting arrangements by counterparty with respect to certain derivative financial instrument contracts. The Company may be required to post collateral in the event that a net liability position with a counterparty exceeds limits defined by contract and that vary with the Company’s credit rating. In addition, these contracts may require a counterparty to post collateral to the Company in the event that a net receivable position with a counterparty exceeds limits defined by contract and that vary with the counterparty’s credit rating. If the Company’s or the counterparty’s credit ratings were to fall below investment grade, such counterparties or the Company would also have the right to terminate our derivative contracts, which could lead to a net payment to or from the Company for the aggregate net value by counterparty of our derivative contracts. The aggregate fair values of derivative instruments with credit-risk-related contingent features in a net liability position by counterparty were $244 million and $53 million at October 2, 2021 and October 3, 2020, respectively.
19Restructuring and Impairment Charges
Goodwill and Intangible Asset Impairment
Prior to the Company’s reorganization in October 2020 (see Note 1 for additional information), the former Direct-to-Consumer & International segment included the International Channels reporting unit, which comprised the Company’s international television networks. Our international television networks primarily derive revenues from affiliate fees charged to multi-channel video programming distributors (i.e. cable, satellite, telecommunications and digital over-the-top service
providers) (MVPDs) for the right to deliver our programming under multi-year licensing agreements and the sales of advertising time/space on the networks. A majority of the operations in this reporting unit were acquired in the TFCF acquisition, and therefore the fair value of these businesses approximated the carrying value at the date of the acquisition of TFCF.
The International Channels business has been negatively impacted by the COVID-19 pandemic resulting in decreased viewership and lower advertising revenue related to the availability of content, including the deferral of certain live sporting events. The Company’s increased focus on DTC distribution in international markets is expected to negatively impact the International Channels business as we shift the primary means of monetizing our film and television content from licensing of linear channels to distributing it on our DTC platforms. The International Channels reporting unit valuation does not include the value derived from this shift, which is reflected in other reporting units. In addition, the industry shift to DTC, including by us and many of our distributors, who are pursuing their own DTC strategies, has changed the competitive dynamics for the International Channels business and resulted in unfavorable renewal terms for certain of our distribution agreements.
Due to these circumstances, in fiscal 2020, we tested the International Channels’ goodwill and long-lived assets (including intangible assets) for impairment.
We determined the appropriate asset groups for our International Channels to be the regions in which they operate. We estimated the projected undiscounted cash flows over the remaining useful life of the significant assets of the asset group. If the carrying value of an asset group exceeds the estimated undiscounted future cash flows, an impairment is measured as the difference between the fair value of the group’s long-lived assets and the carrying value of the group’s long-lived assets.
We tested the International Channels reporting unit goodwill for impairment by comparing the fair value of the International Channels reporting unit to its carrying value.
The more significant inputs used in determining our estimate of the projected undiscounted cash flows included future revenue growth and projected margins as well as the discount rates used to calculate the present value of the future cash flows (fair value). The determination of fair value requires us to make assumptions and estimates about how market participants would value the business or asset group. Given the ongoing impacts of COVID-19, the projected cash flows and underlying assumptions are subject to greater uncertainty than normal.
In fiscal 2020, we recorded a non-cash impairment charge primarily on our MVPD agreement intangible assets of $1.9 billion and we recorded a $3.1 billion non-cash impairment charge to fully impair the International Channels reporting unit goodwill. These charges are recorded in “Restructuring and impairment charges” in the Consolidated Statements of Operations.
As of October 2, 2021, the remaining balance of our international MVPD agreement intangible assets was $2.2 billion, primarily related to our channel businesses in Latin America and India.
TFCF Integration
In fiscal 2019, the Company implemented a restructuring and integration plan as a part of its initiative to realize cost synergies from the acquisition of TFCF, which was substantially complete as of the end of fiscal 2020. We have recorded restructuring charges of $1.7 billion since the TFCF acquisition primarily related to the DMED segment. These charges included $1.3 billion related to severance (including employee contract terminations) and $0.3 billion of equity based compensation costs, primarily for TFCF awards that were accelerated to vest upon the closing of the TFCF acquisition. These charges are recorded in “Restructuring and impairment charges” in the Consolidated Statements of Operations.
The changes in restructuring reserves related to the TFCF integration for fiscal 2021, 2020 and 2019 are as follows:
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Balance at September 29, 2018 | | | | | $ | — | | | |
Additions in fiscal 2019 | | | | | 906 | | | |
Payments in fiscal 2019 | | | | | (230) | | | |
Balance at September 28, 2019 | | | | | 676 | | | |
Additions in fiscal 2020 | | | | | 453 | | | |
Payments in fiscal 2020 | | | | | (772) | | | |
Balance at October 3, 2020 | | | | | 357 | | | |
Additions in fiscal 2021 | | | | | 44 | | | |
Payments in fiscal 2021 | | | | | (351) | | | |
| | | | | | | |
Balance at October 2, 2021 | | | | | $ | 50 | | | |
Other
In fiscal 2021, the Company recognized restructuring and impairment charges of $0.6 billion, primarily related to the planned closure of an animation studio and a substantial number of our Disney-branded retail stores in North America and Europe as well as severance at our parks and experiences businesses. In fiscal 2020, the Company recognized restructuring and impairment charges of $0.3 billion, primarily for severance at our parks and experiences businesses. Other restructuring and impairment charges in fiscal 2019 were not material. These charges are recorded in “Restructuring and impairment charges” in the Consolidated Statements of Operations.
20New Accounting Pronouncements
Accounting Pronouncements Adopted in Fiscal 2021
Measurement of Credit Losses on Financial Instruments
In June 2016, the FASB issued new accounting guidance which modifies existing guidance related to the measurement of credit losses on financial instruments, including trade and loan receivables. The new guidance requires the allowance for credit losses to be measured based on expected losses over the life of the asset rather than incurred losses. The Company adopted the new guidance in the first quarter of fiscal 2021 without restating prior periods by recording the impact of adoption as an adjustment to retained earnings at the beginning of fiscal 2021. The adoption did not have a material impact on our financial statements.
Accounting Pronouncements Not Yet Adopted
Facilitation of the Effects of Reference Rate Reform
In March 2020, the FASB issued guidance which provides optional expedients and exceptions for applying current GAAP to contracts, hedging relationships, and other transactions affected by the transition from the use of LIBOR to an alternative reference rate. We are currently evaluating our contracts and hedging relationships that reference LIBOR and the potential effects of adopting this new guidance. The guidance can be adopted immediately and is applicable to contracts entered into before January 1, 2023.
Simplifying the Accounting for Income Taxes
In December 2019, the FASB issued guidance which simplifies the accounting for income taxes. The guidance amends the rules for recognizing deferred taxes for investments, performing intraperiod tax allocations and calculating income taxes in interim periods. It also reduces complexity in certain areas, including the accounting for transactions that result in a step-up in the tax basis of goodwill and allocating taxes to members of a consolidated group. The guidance is effective at the beginning of the Company’s 2022 fiscal year. The new guidance will not have a material impact on our financial statements.
